My Brave Pony: Starfleet Magic The Movie
by Dakari-King Mykan
Summary: Queen Celestia gives birth to her and Grand Ruler Celesto's children, but a new evil, the son of Discord comes to United Equestria seeking vengance for the death of his father and believes the ponies to all be evil creatures who must be eliminated and succeeds in severely crippling Starfleet, Now Lightning Twilight and their friends must seek out to restore their fallen might
1. Easy Pickings

**_Author's Notes:_**

**_Finally, I can make one of my Starfleet fics and change those ponies into something I can actually stomach instead of their ridiculous FIM concepts!_**

**ACT ONE**

_Centuries ago, in a multi-dimensional universe; a powerful creature known as Grand Ruler Celesto landed on a barren planet that would one day become Unicornicopia where he established a super fighting defense empire known as Starfleet, to engange in a never-ending struggled against evil and injustice._

_After centuries of battling and defeating countless foes of many shapes and sizes, the noble master was reunited with his lost love, Celestia of the planet Equestria, and united their two worlds together as one to form the ultimate kingdom of friendship and justice._

_With the aid of their trusted apprentices, Lightning Dawn and Twilight Sparkle, and all their pony friends and other creature allies, the planet United Equestria still stands tall and proud, but Starfleet continues to remain on constant alert for any oncoming evil that threatens their world and their universe._

_Today that tradition continues…!_

**_MY BRAVE PONY  
_****_Starfleet Magic: The Movie_**

On a small and dismal planet, a band of common but dangerous thieves- minotaur, griffons, and even a few dragons not from the planet United Equestria had returned to their hideout with a heavy load of treasures and goods which they had stolen from all corners of the galaxy, and were bringing it back to their leader, a humanoid demon who called himself Snatch, and he was pleased with the hold of loot his friend shad gotten. "Way to go, you guys." he said "This makes five whole years we've been running and not once been caught."

The others agreed, and soon they were all dividing the loot between each other. The dragons especially loved the diamonds and found it hard to resist eating them instead of saving them for profit. "I tell you, I could live off this life forever." one of them said.

"You're telling me." said one of the Griffins as she tried on some the crowns and jewellery "If I wasn't on the run I could start my own kingdom with just a handful of this stuff."

One of the minotaurs was counting up the money, when one of the bags began to levitate "What the?" he snapped. The others soon saw the same thing, and then noticed one of the treasure chests was moving all on its own.

"You think it's a…GULP… Ghost!" cried one of the dragons. The other creatures all trembled, but Snatch was fooled by this. "Let me see."

He used his own magic to levitate the chest higher to reveal two small warping fairies underneath. "Ah ha!" he thundered which frightened the little fairies away, and then Snatch grabbed onto the bag with his hand and then blasted at the rocks that it was heading near revealing a ground unicorn and her baby dragon friend. "I think we're busted, Twilight."

"You think, Spike?" snapped Twilight.

Snatch stomped towards them snickering sinisterly and threateningly pounding his fist into his other palm. "Busted is exactly what you two trespassers are about to be."

"Don't even think about, Snatch!" called a voice form above, and a white winged unicorn with a golden horn leapt down by his friends. "What's this?" snapped Snatch "Who are you supposed be?"

"Well, this is Twilight Sparkle, this is Spike, and I'm Captain Lightning Dawn; Starfleet!"

Snatch had had about enough of this and ordered his gang to charge the intruders. The three friends were surrounded, but as they all dove in at once and began brawling, they stopped when they realized their enemies had gone, for Twilight quickly teleported them all to the other side of the room. "Hey, guys…! Are you looking for us…?" Spike teased.

The gang decided to get real tough. Twilight told Spike to carry out his instructions and Spike scurried off leaving his friends to face the thieves alone. "We're ready…" Lightning said.

"Hah!" scoffed Snatch "This will be over in a snap." and his thieves rushed towards the two ponies. "Tell you what." one of the dragons gloated at Lightning "Just to show we'll be gentle, I'll give you one free punch." And he lowered his big head to Lightning's level.

"Fine, but don't say you weren't warned." Lightning said and he clenched his glove into a fist and bashed the dragon's face surprising sending him sailing across the room and crashing into the rock wall hard. The thieves gasped hard at how strong Lightning seemed. "GET'EM!" shouted Snatch, and the thieves ganged up on Lightning but his masterful training proved too much for them.

Other gang members went after Twilight, but her study in magic, combined with her Starfleet training, she just couldn't be touched. The dragons tried their fiery flames, but she blasted them right back at them with her own magical blast.

Lightning and the Griffins even took to the skies, and Lightning's speed helped him out maneuver the griffins and force them to collide smack into each other.

Snatch couldn't believe how easily his gang was being trounced, and by only two measly ponies too. Twilight and Lightning both worked together and gave the minotaurs a good slamming. "Very nice…" Snatch said "Now it's my turn, and no one's ever beaten Snatch!"

"Well, I guess we'll be the first." Twilight said.

This only made Snatch laugh and he proceeded to blast at Twilight with his dark powers, only to have her counter with her own magic resulting in a perfect stalemate. Then he charged fist at her and Lightning with his fists and feet punching and kicking like crazy, Twilight and Lightning got hit and pummeled every single time, and they even got blasted but didn't seem to make any attempt to raise their defenses, and finally they collapsed. Snatch laughed at them "You'll be the first, huh? Like I said, no one ever beats Snatch." He moved closer ready for the final attack, but Twilight and Lightning just bolted upright with goofy smiles on their faces, much to Snatch's shock.

They had only been playing with him, when really they hardly felt any of his attacks at all. "I guess you never tangled with Starfleet before." Lightning said "Or Friendship is Magic." added Twilight.

Snatch could tell right off the bat there was nothing he could do except run for it and hastily grabbing whatever bits of the treasure he could, but Twilight and Lightning just stood there and playfully winked at one another knowing that he was running right into a trap.

And indeed he had, for no sooner had Snatch made his way to the front gates of the hide out did he find himself completely surrounded by more ponies- Twilight and Lightning's friends. Snatch saw no choice but to give, and so he and his entire gang were arrested and all their stolen loot and goods were collected and Lightning's friend, the fairy queen, Krysta, promised that she and her army of fairies would return the loot to their rightful owners and those that couldn't be returned would be given and donated to the poor. "Thanks, Krysta…" Lightning said.

"Of course…" Krysta said winking at her friend and then she ordered her fairies to get to work, while others helped the ponies get the criminals to prison. While Lightning, Twilight and friends cheered for joy for having rounded up the crooks. Starla Shine even leapt into Lightning's limbs flirtingly and he spun her around.

Still, they all couldn't help but reflect upon how easy the battle was, Twilight and Lightning managed to beat them by themselves without much effort and they didn't even have to donning their armor or use any finisher moves.

"Great work everyone." Lightning said "Now, back to United Equestria. Let's go!"

Everyone agreed and Krysta created the necessary warping portal. All the ponies and Spike jumped in, and Krysta followed them. All of them zoomed across the pathway through dimensional space until they emerged back on their own planet, and when they arrived, they realized that everyone in town was going off and about all heading for New Canterlot.

"What's goin' on here?" asked Applejack.

"Ooh… Ooh… is it some kind of party? Are we invited too?" Pinkie asked all giddy and excited.

The others urged her to calm down, and Twilight asked one of the passers-by what the commotion was, and to their surprise, it turned out that Queen Celestia had gone into labor and the new baby was coming.

The gang winced in shock and some of them began to panic, but Lightning calmed them all down, and reminded everyone that they were given front row-seat invitations to the palace to be the first ones to see the new child.

Krysta warped them to the palace immediately!


	2. Enter Distraught

**ACT TWO**

Once at the palace, they were warmly welcomed and Twilight panicked in worrying if the queen was all right. Dr. Penny was there, and getting ready to deliver the baby explained to her that everything would be fine. Then she proceeded into the royal bedroom where the queen lay ready to give birth.

Grand Ruler had to remain outside. He was very excited, after all this time of waiting his child was coming. The friends waited anxiously, and found it hard to keep their voices down. Even Goldwin was there. "I've never seen a baby foal before. Gee, this is so exciting." he said softly.

"No Joke." said Buddy Rose "I wouldn't miss this for anything. Well, except maybe my garden being danger."

Lightning was very happy for his teacher. "After all these years, you'll have a family of your own." He said.

Grand Ruler smiled "Yes…" he said "But don't forget Lightning, I've always had a family of my own. You and everyone else have always been like family to me, and you Lightning, were always like a foster son to me, and I will always cherish that; always."

Lightning smiled, but suddenly everyone could hear the soft muffled cries of a newborn baby coming from the bedroom. "Ah! The baby's here! The baby's here!" cried Pinkie as she bounced all over the placed.

Rarity halted her with her magic and reminded her "Hush! Pinkie..."

"Sorry!" Pinkie peeped softly

Dr. Penny came out of the room, everyone anxiously gazed at her and she proudly said. "It's a girl."

Everyone softly began giggling and cheering. Rarity's eyes twinkled lovingly "A girl?!" she squeaked "Oh, how simply wonderful!"

"Gosh…!" said Fluttershy "A new princess of United Equestria." She held hands of her colt-friend, Rhymey who said…

"What can I say?

This is a proud and wondrous day."

Grand Ruler felt tears of happiness coming to his eyes "A daughter. I have a daughter."

Suddenly, Princess Luna came to the door hollering Penny to come back and quick as something strange was happening. Penny dashed back in slamming the door shut leaving everyone outside feeling worried. "What do you think is going on?" asked Dyno.

_"Ay' Ay' Ay'!_ I hope it is not serious." said Myte.

This made Twilight worry if maybe the queen was ill, or the baby? "No!" she cried "Please let them be okay."

"It's okay, Twilight." Spike said trying to comfort "Don't go worrying yourself."

Grand Ruler stood perfectly still with his whole body filled with worry and his nerves were going crazy. Soon, they all heard more baby cries, and Princess Luna was the one to emerge this time. "Luna." Her brother-in-law asked "My wife- is she…?"

Luna smiled warmly "Celestia is fine, and you have a son."

"What?!" snapped Rarity.

"But, didn't Dr. Penny say it was a girl?" asked Artie.

Luna nodded and said there were both a boy and a girl. Celestia had twins! Grand Ruler began to chuckle warmly and happily "My goodness…" he cried

"Congratulations, Master!" cheered Lightning.

"Two new foals!" cried Twilight, and everyone went wild with cheering but tried their best to keep it soft.

It wasn't long before Celestia was out of bed, feeling all better, and she stood by her husband's side out on the terrace overlooking the crowds below and the two of the raised the babies up high for all to see, Prince Castor and Princess Leilani; two little white Pegasus unicorns, each with one horn, and white wings. Castor had a soft blonde mane and Leilani had a pink mane.

The crowds went positively wild with cheers. Fireworks went off, even though it was midday

The Wonderbolts flew overhead as a salute to the newborns and with them was the new cadet, Rainbow Dash who had finally earned her lifelong dream, and she even performed a special Sonic Rainboom.

A couple of nights later a gala was held in celebration of the newborns. Artie brought his canvas and paints. He just had to paint this lovely scene to commemorate this date.

Ponies and other creatures from all over were gathered, and many leaders of the many nations of United Equestria came to offer their gifts to the newborns, including Princess Cadance and Shining Armor who came visiting form the Crystal Empire, and offered the children each two special heart-shaped lockets made of gold, which Cadance had enchanted to ensure that her little cousins would grow up peacefully with love and harmony by their side.

Goldwin couldn't take his eyes off of the twins. "So this is how real ponies start out." he said "They're so cute." He slowly moved his head forward to get a closer look, and Castor liked Goldwin's mask, so much, that he reached up with his little ungloved hooves and pulled it off him, turning Goldwin back into a golden statue.

Everyone couldn't help but giggle at how cute and funny that was. Celestia gently took the mask away from her little son. "Now, now, you give that back." she said softly. She then placed the mask back on Goldwin's face and said the magic words with everyone else…

"Hocus… Pocus…

…Alimagocus!"

And Goldwin came back to life. "What happened?" he asked feeling startled "Oh, I remember. Castor took my mask."

Everyone chuckled, and Goldwin remembered that the babies didn't know about his magic mask. He would just have to be more careful.

Shining Armor couldn't help but give Twilight a noogie "Looks like you'll be doing some of the foal-sitting now."

Twilight blushed and giggled. It was true had been offered a part time job as a foal-sitter by Queen Celestia, and Lightning agreed to watch over the library for those days. Twilight couldn't stop gazing at the babies and wiggling the fingers of her glove at them and they playfully reached for her giggling. And Twilight and Cadance both softly sang their favorite rhyme to the babies.

_Sunshine! Sunshine! Ladybugs awake_

_Clap your hooves and do a little shake._

But the moment they said "Shake" did the ground start to quake. The babies began to cry in fear as the main doors burst wide open letting in stormy winds which blew out all the torches. Pinkie Pie felt her whole body twitching "Ooh, something bad is coming. Really bad!" she cried.

"Really, we didn't notice." Starla said as lightning and thunder struck and suddenly, in the middle of the room appeared a Draconequus-like creature, and he even looked like Discord, but it wasn't him as Discord was dead. He was smaller, more youthful and about the same size as Grand Ruler and Celestia, and his body. He had no chin hair, he stood on his own legs, and round his neck was large red orb on a string.

Fluttershy was quivering in fear. "Who… who is that?"

"I don't know, but I don't like the looks of him." Lightning said.

Grand Ruler angrily sneered "Who dares to enter unannounced?"

The creature snickered softly "Now, now, your majesty. Is that really anyway to use your voice near the little ones?"

Celestia calmed the children down and left them for Cadance and Shining Armor to watch over while she joined her husband. "Who are you?" she demanded to know "Why have you come here?"

"Oh, my, where my manners?" the creature said sarcastically "If you must know, my name is Distraught. I have traveled a vast distance across dimensional space search for my father, Discord."

"Father?" asked Twilight "Discord was your father?"

Distraught glared at her angrily "Yes, he _was!"_ he put a heavy emphasis on the "was" He knew the whole story and that his father was dead; murdered at the gloves on all the ponies of United Equestria. "You horrid, miserable creatures killed my father; the most glorious creature in the universe. He promised happiness and peace and all the glory for all."

Everyone began to feel Distraught was highly confused, but Distraught told the tale of how he and his kind, the Draconequuses, were not originally part of what used to be planet Equestria. Their origin dated to a distant dimensional planet called Khaos, where all they ever did was laugh, and play, and enjoy themselves all day long doing as they pleased and brought joy to all their kind.

His father, Discord promised to teach his son all about the magic of bending reality and making all your dreams come true after he would return from what he believed was a diplomatic mission, to spread the joy he gave his people to the universe, but the days turned to weeks, then to months, years, decades, centuries and his father never returned!

Centuries ago Distraught realized that something awful must have happened to his father, and decided to go searching for him, promising to bring his father back, however, as he was unskilled in the art of reality bending he would require a different source of power. That's when his mother gave him a special red orb, the same one he wore around his neck.

The Red Chaos Orb, which was one of two powerful orbs that possessed extraordinary powers. Not as powerful as reality bending, but power enough for him to take on his journey to find Discord. His search took him across space to many dimensional worlds and galaxies, but he never found as much as a clue to the whereabouts of his father.

However, upon happening upon a blazing planet, he did happen to notice a monster that seemed, there was no mistaking it, it was his father, and he noticed Grand Ruler and Celestial along with several pony friends battling with him and sending him crashed down to the blazing planet causing it to explode and taking the life of his father with him.

Grand Ruler and Celestia realized it was Unicornicopia, moments before it exploded. They had just escaped with their lives.

Distraught continued to say that he hurried back to planet Khaos to inform his people of what happened, only to find the most horrific sight he had ever laid his eyes on. His people, all his people… dead! Even his poor mother was gone.

All he could hear was a sinister voice laughing that told him telling him that the ponies did this, by destroying Discord, and all those who had learned how to bend reality from him, and he should seek his vengeance, and once the ponies were destroyed would his people return. Distraught didn't know what to think or do, or even where that voice had come from.

Everyone in the room couldn't help but feel bad for Distraught, especially Lightning; knowing what it was like to lose your whole world and all your people, but the idea that an entire would die out all because of the death of but one was totally ridiculous.

"My father was destroyed by you, and with his downfall went my entire race, and I intend to see you pay for it!" Distraught growled.

"You don't know what kind of creature your father was at all." Lightning snapped at him.

"He was an honorable creature." Distraught said, still not knowing the full truth "He would have lead the universe to a grand age of endless joy and blissful glee if not for you wretched beasts!"

It became perfectly obvious that he was not willing to listen to anyone about the truth regarding his father. Distraught was now laughing sinisterly as he stated "This is declaration of war, United Equestria. I plan to do horrible things to you and any other race of your allegiance."

Grand Ruler could feel his anger and hatred rising, and he glared at the evil creature and warned him "You put one foot wrong, and Starfleet will hunt you down!"

This only made Distraught laugh some more "Don't think for one minute that I am intimidated. This orb combined with my natural abilities, gives me more power than you realize, and to prove I am not bluffing I will give you a small sample…"

He waved his hands over the red orb and it began to glow brightly sending out a wave red light in all directions spreading all over the kingdom, and then, nothing seemed to happen at all. "What was that?" asked Spike.

"What's going on here?" wondered Shining Armor.

Distraught chuckled "…Consider yourselves warned!" He laughing loud and hard and then vanished out of sight. Leaving everyone puzzled, and very worried. So many questions were still unanswered, and the number one question of all was what sort of spell did he just cast on the kingdom?

Grand Ruler and the Queen did not wish to take any chances, and immediately canceled the rest of the gala and ordered everyone to return home to safety due to the imminent threat and intended to issue matters of high security everywhere. Cadance and Shining Armor promised to do the same for the Crystal Empire and decided to head home immediately via Krysta's warping portals, but Lightning, Twilight and friends were invited to remain at the palace for the night, as their services were going to be needed the most.

"Guys…" Lightning said "We've got serious work to do."


	3. It begins

**ACT THREE**

Distraught remained in his secret hideout, no one but he knew where it was he had cast his first spell on United Equestria, and soon the poines would fall into its sinister clutches, which would give him the perfect opportunity to put the next phase of his plan into action.

_"You have done well." _that mysterious voice called out to him _"But you still have much to do before your race can be revived."_

Distraught understood, but he really he knew who he was talking too. He had never seen the face of the mysterious voice since the first day he heard it. "Just remember our bargain…" he said "I want my race brought back."

_"And they will be." _replied the voice _"I promise you."_

Lightning didn't get much sleep that night. It was already hard enough to sleep with the babies cries being heard even from many hallways down from his room, but his mind was still fixed on what had happened and what was going on.

Distraught had no idea of the monster that his father, Discord, really was, but aside from that, he wondered about the mysterious voice that told Distraught to destroy United Equestria. He was starting to feel maybe there was more to this than met the eye.

The next morning, Twilight and her friends went to the royal library and went through many books in both their records and Starfleet's records for anything that would give them a clue about what was going to happen, but they hadn't found a thing. While Lightning and his friends went out to their patrol rounds as ordered.

But they weren't going to give up, and vowed to keep searching for answers, even singing a song about their determination while they worked and patrolled…

After the song had ended, Lightning and friends returned to the palace after finishing their rounds. "Did you guys find anything?" asked Fluttershy.

"We searched high and we searched low

But nothing's wrong as far as we know." said Rhymey.

This was getting to be very strange. A spell was cast and nothing happened?

Suddenly Spike came running along, "Guys!" he cried "Something's wrong, you better come quick…!"

"Spike, calm down!" snapped Twilight "Now, what's going on?"

Spike told the gang to come with him to the babies' nursery, and a horrible sight met their eyes; the whole place had been ransacked and the babies' cradles were tipped over with the little ones nowhere to be seen. Rarity could hardly believe her eyes "The babies… they have been kidnapped!" she cried.

Everyone began to worry if the Grand Ruler and the Queen knew about this, but surprisingly they came down holding the babies in their limbs and everything seemed fine. "What happened?" asked Starla, but the royal ones were just as baffled. They had doubled the guard around the nursery, and all night long the guards knew that no one else came into the palace, not even by teleportation.

"We came into the get the children and saw the room was like this." Celestia said "Thank goodness they were alright." She said as she held her little son close to her.

The gang was relieved but began to wonder if Distraught did this. It was possible, but knowing Distraught he would have done more than just ransack a room. "In the meantime we must remain alert for anything." Grand Ruler said

Suddenly the warning alarm sounded. Everyone rushed to the throne room. "What's happening?" asked Lightning.

"See for yourself." Goldwin said as he let him use his telescope. Starla gazed through it and she could see that New Canterlot was under attack by strange monsters they had never seen before. Big horrible brutes that growled and roared angrily and stomped through town and making a mess of things.

Celestia took a look and recognized the beasts as strengthors. They were an extinct tribe of monstrous brutes that lived in ancient times of Old Equestria, and they were bloodthirsty enough to kill anything they saw, even their own clan which was how they came to be extinct.

"Gee, talk about a really stupid race." said Spike.

"They sure don't look extinct now." said Dyno.

_"Si_… but where did they come from?" asked Myte.

No one could tell for sure, but more and more of the strengthors seemed to burst out from the ground by the minute and continued rage on the town. "We've gotta stop these guys and fast!" cried Applejack.

The royal ones agreed and ordered many of the gaurds and other Starfleet fighters to join them. "Good luck!" Grand Ruler said to them.

The others nodded and Lightning and his friends transformed first _"STARFLEET… MAGIC…!"_

Then, Twilight and her friends donned their own special armor suits simply by concentrating hard and triggering off the essence of the Elements of Harmony resting within their bodies and enunciated their own special phrase _"HARMONY-HOUR…! FRIENDSHIP-POWER…!"_

"I just love doing that." said Rainbow "She even admired how her armor and her Wonderbolt uniform really made a cool combination. "All right, team, let's move out!" said Captain Lightning, and then Twilight teleported everyone down to the surface.

Most of the citizens of New Canterlot made it inside the buildings and were now shielded by the force fields, but many more were still outside and running in panic to find places to hide from the strengthors. The Wonderbolts had already arrived, but were not having much luck against the powerful brutes, for they were just as strong as they were in the olden days, strong to crush a giant boulder in their bare claws.

Lightning Twilight and friends arrived on the scene, and soon Krysta appeared with and army of her warping fairies behind her "I got the message form Grand Ruler. We're here to help." Krysta said. "Thanks, Krysta. Now let's see just how tough these guys really are!" said Lightning and he scanned the brutes with his visor, but to his confusion "What? This can't be right. These guys have hardly any life force at all."

"You mean they're fakes?" asked Rainbow and she charged in to see for her aiming a huge kick at one of the brutes, but even for fakes, the strengthors certainly felt real enough, grabbing her by the leg and whirling round and around and tossing her back. Fakes or not, they were still dangerous.

"Let's takes these beasts." snapped Artie.

"Right…! Spread out!" said Lightning and everyone scattered in teams of two. Despite the strengthors or whatever they were, were very strong, the team was most defiantly stronger and swifter. Lightning managed to match their powerful strength with his own, punching and kicking them, and even head bashing them off their feet.

Twilight even remembered reading up on strengthors; "As strong as they are in brute strength, they aren't very resistant to magic." And using this to her advantage, the brutes didn't stand much of a chance against her powers.

Rarity and Starla teamed up together, and if there was one thing Rarity couldn't stand it was big rude brutes terrorizing others. "Feel, my wrath" she shouted as she fired a beam of magic, at two of the monsters, but a third on crept up on her from behind. She screamed in fear, but Starla came ready with her bow and fired her **_"STARLIGHT ARROW…!"_** and hit monster knocking it out.

"Oh, why… thank you Starla." Rarity said feeling relived "But believe me, I had it under control."

Starla snickered softly "I'm sure you did."

Applejack and Buddy Rose charged at a whole gaggle of the monsters. "Let me show y'all what we do in applebuck season." Applejack said and used her strong feet give those brutes a good kick, and Buddy Rose tripped them up using his Vine Whip. "Brains and brawn beat just brawn any day."

While back at the palace, the royal ones had observed everything, and despite knowing fully well that victory was assured, they knew the strengthors were fakes, and they had feeling this was Distraught's doing, just like it was possible that he did something to the babies' room. "Do you think he might strike here again?" Celestia

"He might." Grand Ruler said "We don't know how powerful he really is, and he could very well even be able to break through our defenses, but don't worry. We won't let that happen." But he was suddenly about to be proved wrong.

Suddenly, the area around the palace began to rumble and quiver as if there had been an explosion. "Your majesties!" cried the Captain of the guards as she came running up to the royal ones. "What is it?" asked Celestia.

"Enemy intruders are in the palace, deep in the mountain."

Celestia and Grand Ruler gazed worried at each other knowing what was deep in the mountain area the palace was built on. It was main barracks of the power-sources that helped energize the force-fields for the kingdom, the palace, but most of all it was where the power-source of Starfleet's enchanted reactor, the main source of all Starfleet's super powers.

"We can't let anything happen down there." Grand Ruler said and he called from Princess Luna to help Celetisa protect the babies to come and watch over the babies while he would to investigate with the entire palace army. "Good Luck, my love." Celestia said pecking him on the cheek before he went. "He will be fine, big sister. You must trust in him." Luna said.

Celestia knew her sister was right. She had to brave right now for her children as well.

Grand Ruler and the guards made it to the barracks deep inside the mountain and they did indeed find none other than Distraught waiting there for them in a room with a magical enchanted generator, powered with a combination of the Grand Ruler and Celestia's magic that kept the Starfleet Super power in balance, also protected with a spell that they, and only they could break together.

"Two and one half minutes…" he said "I thought you were more efficient than that."

"So I was right." growled Grand Ruler "You _were_ able to penetrate through the defense shields."

Distraught snickered and touched the orb around his neck "Really, Grand Ruler, and I also thought that you yourself knew that nothing was without weakness. Your force-fields were hardly what I would call impressive. Especially after the spell I cast over the kingdom the other night."

He explained that his orb granted him the power to bring forth chaos and dark magic to accomplish his tasks that he alone could not accomplish, which was how he managed to sneak past the force-fields.

Spell he cast the other night would cause misfortune and more bad things to happen all across the planet until he decided to break the spell. That's how the babies' room was mysteriously damaged, and how the strengthor clones he had designed were rampaging in the village below, and it was only the beginning. With each passing the spell would grow stronger as Distraught's power increased, and soon the spell grow strong enough for him to utterly destroy every pony on the planet and every other out in space until none remained. "My father will be avenged, and my race will be revived, and you and all that you have come to know and love will all be just memory."

Grand Ruler's eyes narrowed "Listen to me, Distraught. I can understand the pain you feel of losing your father and your entire race, but you must understand-"

"All I understand is once I crush this puny generator I'll have finally put you and your precious Starfleet out of commission. Then nothing will stop me from purging the entire pony race off the face of the dimensional universe; the same way that you purged mine."

It was in vain the Grand Ruler tried to explain that Discord was nothing but a spiteful demon who only sought to bring harm and chaos to other creatures for his own amusement, and that their destroying him had nothing to do with his entire race dying it, it just wasn't possible. "Silence!" shouted Distraught "I wish to hear no more of your lies." And his orb began to glow as he prepared to attack. "GAURDS…!" shouted Grand Ruler ordering them to attack, and he joined them!

Meanwhile, Celestia and Luna put the children down in their cradles in the nursery, but Celestia was still worried about her husband. Luna placed her glove over her sister's back comforting her. "If you still feel you must go, then go an help him. I will look after the children. They shall not leave my sight."

Celestia smiled at her sister and gazed down at the babies with love before heading off as fast as she could run on two feet, even resorting to going on all fours and galloping the rest of the way to the mountain barracks…

Upon her arrival, a terrible sight met her eyes; all the guards were lying injured and unconscious, and her husband was facing the evil Distraught all by himself. He tried his very best but Distraught always seemed to have the upper hand. His red orb increased his power and strength so much that Grand Ruler had a hard time keeping his focus.

Distraught blasted him hard sending him skidding across the floor, right into the wall. "Celesto!" cried Celestia as she ran to him. "Celestia…!" her husband groaned as he shakily got back on his feet.

The two alicorns stood side-by-side and tried to blast him together. "Oh, please…" said Distraught and his orb glowed brightly actually absorbing the force of their blast and he used it to fire back at the force-field's around the generators. "Oh, no!" cried Grand Ruler.

"Don't do it!" cried Celestia.

Distraught didn't care to listen and had already begun blasting the place to pieces. The alicorns still made one last attempt to stop him, only to be fired on with extremely powerful magic, and in a white flash, the entire room exploded!


	4. Disaster and Decision

**ACT FOUR**

Down in the village below, the battle was still going on. Artie whipped out his Super Staff and downed five more of the strengthors that dared to cross his path.

Rainbow came soaring form the skies and actually used her powerful strength to lift one of brutes up high into the air and spin him around and around and around super-fast making it dizzy and then letting him drop down to the ground and shatter like the hollow shell he was made of. "And they wonder how I got into the Wonderbolts…?" Rainbow teased.

Pinke Pie dodged and evaded every single attack thrown at her. "Missed me." She teased "Try again."

"I'm over here."

"Too slow…"

She poked her head out from a hole in the ground and blew a raspberry at the monsters. The big brutes glared angrily and charged at her. That's when she ducked down in the hole and Dyno and Myte popped up and fired their **_"BOOM-BOOM ROCKETS…!"_** blowing the monsters to dust. _"ARIBA…!"_ they both shouted and slapped high fives with each other and Pinkie.

Even Spike and the fairies managed to beat a few of the monsters. They waited for Krysta's signal. "Now…!" and Spike and the fairies used their strength and magic to push a whole load to rocks down a hill burying the monsters in an avalanche. "We did it!" cried Spike and all the fairies cheered along with him.

Fluttershy found herself surrounded by a gang of brutes and at first she felt shaky with fear, but she quickly snapped herself out of it and showed of her serious kung-Fu skills she had learned and mastered from whens he wrestled angry bears. She smashed booted and knocked those ugly brutes out of her sight. Even knocking one of them up high allowing Rhymey to leap up and slash it with his **_"WARD SWORD…!"_** slicing the creature to dust and landing near his mare-friend.

"That's one point for Fluttershy,

And another point for I." he said, making Fluttershy giggle.

There was still a whole full lineup of creatures left, but Lightning decided it was time to wrap things up. "Teams unite!" he shouted. The teams did as they were told by their captain, and Krysta instructed her fairies to prepare for final attack.

Lightning's team charged up their weapons, and Twilight and friends all stood together and began to concentrate the power of the Elements of Harmony that lived in them. "We're ready!" Twilight said

"So are we." Added Starla

"We're ready too." Said Krysta as all her fairies began to glow brightly. "NOW!" shouted Lightning, and his friends fired their finisher moves.

**_"WHIPLASH STRIKE…!"_**

**_"ARTFUL STAFF-SPIN…!"_**

**_"THRASH SLASH…!"_**

**_"GALACTIC PROJECTILE…!"_**

**_"BOOM-BOOM FIRE…!"_**

Twilight and friends fired their powerful magical energy wave of harmony to destroy the evil.

Krysta and her fairies transferred their magic to Krysta's tiny scepter, and she used it to fire a big beam of light, and finally there was Lightning, his golden horn and his whole body glowing in a mystical glow, and he unleashed the power of the **_"UNIFORCE...!"_**

Such force, and such power, all the strengthors were blown into ash that was swept away in the winds. No damage, no harm to anything else, no foul. The team cheered for their victory, and many of the civilians still outside cheered for joy as well…

But suddenly…!

Lightning, Twilight and all the other ponies- their suits began to glow irregularly and began fading, and the force0fields protecting the buildings during the battle vanished in an irregular way.

"What is this?" asked Rarity.

"What's going on…?" asked Fluttershy.

"Our suits; they're disappearing." said Buddy Rose, and before long Twilight and friends were dressed in their regular clothing, and Rainbow had on only her Wonderbolt uniform, and Lightning and friends had on their standard armor vests and clothes. They tried to reactivate their suits but nothing happened. "What just happened?" asked Pinkie.

"Whoa! Guys, look there." cried Spike. The others all turned and could see smoke coming from the part of the mountain where the palace was built. Twilight and Lightning felt shivers run up their backbones. "We better get back." said Lightning. The others agreed and they headed off.

They made it to the front gates of the palace, but the sentries wouldn't let them in at first, not even at Lightning's orders, until Princess Luna came and ordered the guards to step aside, but she looked really upset about something. "Princess, what's going on?" asked Lightning.

Luna gazed at Twilight and Lightning and didn't have the heart to tell them, so she thought it best they all come in and see for themselves, and when they did, they found what to be one of the most horrifying sights ever.

"Queen Celestia!" cried Twilight.

"Grand Ruler!" cried Lightning. Their mentors were lying on stretchers to and being taken to their room. They looked in very bad shape, but the court physicians as well as Penny said they in comatose state from being by high levels of extreme magic.

Brain was also there to, and the gang was also shocked to discover that this was Distraught's doing and what he had done. "Can the generators be repaired?" asked Buddy Rose.

"I fear that will be quite impossible." said Brain and he showed them all grains of dust that were once crystals that helped the generators along with bits and pieces of scrap metal. "The generator has been severely damaged; possibly beyond repair."

"Brain, we don't have centuries." Twilight said.

This was indeed a dark day for United Equestria.

Cadance heard about everything and both she and Shining Armor just had to come over.

It wasn't long before the royal ones were in their rooms and softly floating just above their bed. "Gosh, they look so silent. So lifeless…" Goldwin said "It's like they're trapped in their sleep."

"They're healing themselves." Penny said "For now, it's best for them to rest and recover, but it will take some time. I'm not sure when they'll wake up."

It was huge relief for everyone to hear that they would be fine, but just seeing the two of them in the state they were in really hurt their hearts, especially Twilight and Lightning. Their mentors meant so much to them, and worse beyond that, with the generators destroyed, Starfleet and their allies could no longer enhance their powers and skills with their super armor anymore, and the buildings could no longer be shielded with the force-fields in time of extreme danger, at least not that way.

Lightning clenched his fists angrily and grumbled under his breath, "I'll get Distraught for this. If it's the last thing I do, I'll get him!"

Starla placed her glove his shoulder comforting him, and he softly placed his glove over hers. "I'm just as upset as you are…" Starla said "There has to be a way through this, I know there is."

"Well, there could be some hope." Brain said.

"Well, what is it then?" asked Applejack sounding impatient, and Brain explained that perhaps the best solution was to find a new energy source. "It may, only may, mind you, help us to restore that which we have lost, and undo the damage that has been done."

"Any chance is better than none at all." Shining Armor said "We can't just sit and do nothing, not with Distraught still out there."

The others agreed, but they still had their doubts, since Distraught still had that red orb of his, which was obviously making hi super strong or how else would he had been able to beat the royals ones so easily.

"Wait…" Lightning said "Don't all remember something about the orb?" The others all felt lost and Lightning reminded them "He said that that orb was _one of two_ magic orbs."

The others caught on immediately. If Distraught's orb gave him power, if they could find the second orb maybe it would help them. "But where should we even start looking?" asked Fluttershy "Oh, sorry I didn't mean to"

"No, you're right, Fluttershy.

No one knows, not even I." said Rhymey.

"We searched and we searched in every book,

But it gave us no clue on where to look."

Spike then suggested "Maybe Zecora might know. She's been right many times before."

"Yes! Of course…!" Rarity said with her eyes glistening with hope "Oh, Spike, how clever of you." And she pecked his little head casing Spike to feel all squishy and dopey as hearts danced around his head.

Luna agreed to look after the palace, and Cadance and Shining Armor agreed to help protect the planet with all the magic they had but it would mean having to hop back and forth from the Crystal Empire to keep it safe as well.

Goldwin promised to help out as much as he could as well, even though he couldn't leave the palace. So he would help Luna, Cadance and Shining armor look after the babies.

With that settled, the gang jumped through a warp portal all the way to New Everfree Forest…

…Only to discover to their dismay that Zecora was not home and a note on her door said she in New Ponyville. _"Ay'!_ Of all the times for her to be out!" groaned Dyno.

"Well, we better find her." Myte said.

So the gang spread out across town to find her, or ask if anyone had seen her. Pinkie even searched in unlikely places; under hay loafs, inside barrels, even in garbage cans. "Hey, you never know. She could be there…"

But soon, they found her. She was with Abra Kadabra and performing a magic show in the town square. To help keep everyone's spirits alive and give their minds other, happier things to think about besides worrying about Distraught's threat.

Obviously the news hadn't reached New Ponyville yet about what happened at the palace, which was a good thing for it meant no one would be running about in panic or become even more worried than ever.

By the time the magic show was over, the crowd cheered for Abra and his guest assistant Zecora. Soon the crowds departed and Abra didn't know how to thank Zecora "You are with no doubt, the most honorable one I have ever had the privilege of performing with."

Zecora smiled and said

"And Abra, you

are just as honorable to me too."

That's when they saw their many friends coming towards. "Oh, my…" Abra said "Why all seem as if you have swallowed insects."

They quietly explained what was wrong, and both Abra and Zecora were shocked. "Can you help us, Zecora?" Twilight asked.

Zecora agreed to do whatever she could, and she invited everyone backstage where they couldn't be seen so as not to arouse suspicion. Even though she wasn't at home, Zecora was prepared for anything and had all that she needed in her traveling pack.

Soon everyone had gathered and sat in a circle on the ground forming a ring around a small fire. Of which Zecora threw a powder of the flames, and hummed long and long to communicate with the spirits for answers.

"Da treasure dat you seek today

It rests on a planet far away

Where many dangers lurk are around

To keep da object from bein' found."

The smoke of the fire actually showed a map of the galaxy, from United Equestria's location all the way to the other planet far, far away near the edge of the galaxy. "Hey, that planet…" Lightning said "I think I recognize It." and it turned out both he and Krysta recognized it…

…The dimensional planet Brogan!

_After the destruction of Lightning's home planet, Harmonious, Young Lightning wandered through space, struggling to survive on his own, eventually meeting and saving the life of the amnesic Krysta. Eventually their travels took them to Brogan where they found themselves surrounded by many fierce beasts and other sorts of dangers, but they didn't know why…_

_They would have surely been destroyed had the not met Grand Ruler Celesto who found them and brought them to Unicornicopia and their new lives began._

Just the very mention of those creatures and dangers made Fluttershy quiver in fear. "We can't go there." she cried.

Some of the others slightly agreed with Fluttershy, not knowing what sort of dangers there would be waiting for them there. Not to mention the planet was so far away, they would probably be gone for a couple of days at the most, that is if they would be fortunate enough to survive to make it back.

But Zecora had more distressing news, as the spirits gave her a warning… about Distraught's evil and how it would only get worse as the days went by, and without Starfleet and Friendship at full power, all hope seemed grim for the future of United Equestria, and everyone one and everything on it.

Lightning stood tall and proud "I'm going!" he said "I owe that planet a revisit."

"I'm going too." Twilight said "We have to get that orb. The fate of United Equestria depends on it."

All of Lightning's friends agreed to come too. Super Armor or not, they all still had their magic and could use their weapons, and were still trained well. One by one, Twilight's friends agreed to come too, even Spike wanted to come. "I'll give those guys one-two… GRR…!"

The only one who wouldn't be joining was Krysta. Even though she and Lightning were normally inseparable at times like this, Lightning talked things over with her. "Krysta… you're my friend, and I really love you for it."

"I know! I care about you too, Lightning. You've done so much for me over the years, and I've always been there for you too." Krysta said "But sometimes I worry about you. Without me there, you guys may not be able to make it back, and no one knows who or what you'll find on Brogan."

She had a point. It had been a long, long time since she and Lightning were there, and had only sampled a small part of the hostilities there. "But Krysta, we also have to think about what's best for United Equestria too."

Lightning, although confident they would succeed, Grand Ruler always taught him what he taught all his Starfleet fighters, _"Never be overconfident, and be prepared for the worst as well as the best."_

He remembered the time that Unicornicopia and Equestria were destroyed. The planets themselves couldn't be saved, but thanks to Krysta and her fairies warping both populaces to safety, they lived on to rebuild. "I'm not saying it will happen again, but just in case we fail, at least everyone else can have a chance. Promise me you'll do it…?"

Krysta gave her solemn word, both as the fairy queen, and Lightning's lifelong friend she would. She hugged Lightning warmly on his shoulder and he gently hugged her back, being careful because other small size.

It was all settled, once they all had royal permission and clearance form Princess Luna, the friends all packed what little supplies they could, and bid farewell to their families.

Rarity almost cried herself to death hugging Sweetie Bell goodbye and made her promise to take care of Opal for her should she fail to return.

Applejack and Buddy Rose had a small farewell feast with Applejack's family and Buddy Rose's cousin Daphne Dill. "Do you really gotta go, sis?" asked Apple Bloom.

"Of course they do." DD said sounding excited "They're going to go across the galaxy and save the day just like they always do."

Buddy Rose chuckled "Settle down, DD." But he liked it how his little cousin had the fighter's spirit and courage, but she did also know the full seriousness of it all, and told her cousin to come back home safely.

"Tell you what…" he said "You behave yourself. When and if I comeback, I'll bring you back something cool."

DD liked the idea of that and promised she would.

Twilight was really nervous, but her big brother was very proud of her, and he brought up the times when they used to play soldier and bad guy, and Shining Armor usually let Twilight win, and Cadance reminded her of the times she and her friends saved her and Shining Armor at their wedding, the Crystal Empire, and then when Starfleet came, it was they along with Lightning and friends who ultimately helped everyone rebuild.

"Twili… I know you're going to make it. You and your friends don't know how to fail, and if Celestia and Celesto were awake now, I know they'd be proud."

"We know we are." Cadance said and she pecked Twilight softly on the head.

Twilight hugged them both, and promised she'd be back, and everything would be okay again.

The next morning, it was all set up. The twelve ponies along with Spike came marching into the palace like brave astronauts ready for takeoff, which was practically what was really happening.

While Krysta and some of her fairies created a strong enough portal to take the team there in one trip, they all had just enough time to go over their equipment and supply checklists one last time, because once they left, there would be no turning back. Lightning was in command, and Twilight would be second.

Luna also gave them final instructions and warnings. "Remember, the distance will affect your powers immensely. You must proceed with extreme caution."

They all promised, and Goldwin wished them all good luck, and Brain, he never felt so envious of anything before in his life. "I find this exciting. Most exciting." he said. Though he was a former auxiliary Starfleet member, never really got go out on adventures like this, but he expressed his concern and gratitude for everyone with a song "Adventure is a wonderful thing"

By the time his song was over, the team dashed at the portal waving goodbye to everyone as they vanished and the last thing they heard was Brain giving them his final farewell. "I salute you! And those of who may be doomed to never return, I salute you twice!"


	5. Danger round every corner

_**Author's Notes:**_

_**To those who are on FIMfanfiction, reading this fic, I put it you plain and simple, so even you can understand! That Dakari King Mykan on your site is NOT me! Now, I don't want to hear anymore of anyone's negativity regaurding what I wish to do with the ponies. This is MY fanfic, MY world, and I make the rules.**_

**ACT FIVE**

Distraught knew of everything.

"So, they think they can actually try and stop me, eh?" he chuckled "They just never know when to quit." As tempted as he was to go after and destroy them, he felt he didn't have to, for he knew the location of the second orb, and he also knew something about the orb that they didn't, and by the time they figured it out, it would be far too late. So he decided to leave them…

_"Is this wise?"_ asked the hidden voice.

"Trust me; I know what I'm talking about." Distraught said "I'll deal with them soon enough. Right now, I have better things to do, like torture United Equestria some more."

Now that Starfleet and Friendship were out of main action. Of course even without Lightning Twilight and friends, or the Queen and the Grand Ruler awake, there was still a vast army of other Starfleet fighters, and the Wonderbolts, royal guards, and even citizens brave or foolish enough to stand up and fight.

Distraught knew they wouldn't stand a chance with his evil spell he cast growing. Soon it would be strong enough for him to really cause trouble; in the meantime, it was fun to see them all squirm.

_"I hope you are not letting overconfidence blind you again…" _said the voice _"Perhaps the other will succeed in their mission."_

Distraught told the voice to be quiet "They won't succeed, I know they won't. To find this orb, they need to possess something I know they haven't got, and it shall be their downfall."

Meanwhile…

Across the vastness of dimensional space, the heroes zoomed across the magic pathway. Before long they had landed in the middle of a grassy field on the planet Brogan. Lightning could hardly believe after all this time, here he was again. This sure felt different the last time.

The first impressions seemed simple enough. Ordinarily grassy fields blue skies with a few clouds. "This place doesn't seem so bad." said Rainbow as she spread her wings and flew around.

"Don't get so cocky, Rainbow." Lightning warned her "Remember, things aren't what they seem."

But the others could hardly find much wrong. Fluttershy even saw some beautiful flowers growing nearby "Oh, they're so beautiful." she said lovingly. Rarity saw them too and her eyes were glistening with sparkle "Why, they are absolutely divine!" just their colors alone gave ideas for new clothes and dresses.

Buddy Rose got a good look at the flowers, having never seen their kind before, suddenly they began to wobble, and sprouted eyes and sharp teeth, growling at them "Hey!" snapped Buddy, and Fluttershy and Rarity shrieked, but just as the little monster looked ready to pounce, Pinkie Pie leapt up and bounced on it, and get on crushing it hard, "Bad flower! Bad!" she grouched at it and smashed her foot into it squashing it hard.

Rarity fainted and Fluttershy breathed heavily trying to catch her breath. "Now I see what you mean." Buddy Rose said to Lightning, and Lightning cautioned everyone that "Danger might be lurking around every corner here. You thought that was bad? Just wait…!"

The team all agreed from then on to stick together. "So, where should we start looking for this orb?" asked Artie. Twilight and Rarity tried to sense for the orb as it was a gem and did give off magical energies, but they picked up so many magical forces they couldn't tell one from the other. Twilight sighed "Well, that's out of the question." But this didn't mean they were licked, having expert tracking skills, there was always another ways, except for Pinkie's silly idea to sniff around like a dog. "Pinkie, what in hotel bills are you thinkin'?" asked Applejack "That orb won't give off any scent."

"You never know…" Pinkie said.

They weren't going to even begin to find the orb if they just stood in one place, so the best thing they thought to do was get on the move, only Twilight thought it better if they go in style, so using her magic and remembering her studies, she transformed a nearby boulder in a giant carrier car begin enough for everyone to fit in with their supplies, and Rarity and Twilight would move it forward with their magic. "Good work, Twilight." Lightning "All right team, we're moving out."

_"Aye-Aye, Captain."_ Everyone acknowledged and climbed aboard, and soon they were off. While Twilight and Rarity moved the car forward, everyone else kept a lookout for any signs that would lead them to their destination, wherever it was. Lightning had one idea of where to look, but it was just a wild guess…

If the orb really was on the planet, it was possible that all the monsters and dangers were part of some sort of defense, keeping the orb protected "If we find a place where the dangers get bigger and nastier, we just might be on the right track."

Fluttershy shivered in fear again, but the others realized that it was their best chance, and so they set off across the planet, unaware that they were being watched by someone on the clifftops, garbed in robes.

Meanwhile, things weren't going to well in United Equestria, for Distraught's evil spell was continuing to grow, just as he promised, and was causing more chaos, and more misfortune everywhere.

Forests mysteriously caught on fire, but the fire brigade managed to keep it all under control.

Weather conditions were going positively haywire, and all the pegasi had a hard time controlling them.

More monsters continued to appear out of nowhere, but other Starfleet fighters did manage to keep them at bay, and Shining Armor managed to keep force-fields activated to help matters, and Krysta and her fairies kept their promise to Lightning and helped out a bit, using their powers to warp the monsters away but the creatures seemed to be growing stronger.

Shining Armor was getting tired of keeping the shields up non-stop already, and Princess Luna was finding it difficult to manage the kingdom by herself with so many emergencies going off at once.

Cadance wasn't having it any easier. The danger had reached the Crystal Empire. She did her best to keep it protected and her royal guards and squad of Starfleet fighters were doing their best.

Easily, another hard job was looking after Castor and Leilani. The poor little babies missed their parents and cried and cried seemingly endlessly. The royal housekeepers tried everything, but it no use. Shining Armor found the time to head to the nursery himself to check in on the little ones, and found they were still crying and Goldwin, who had been watching them, had turned into a statue again as his mask was on the floor.

First Shining Armor looked after the babies, and gave them each bottles, they finally calmed down, and then he took care of Goldwin. "Put the mask on…" he muttered and said the magic words…

"Hocus… Pocus…

…Alimagocus!"

Goldwin came back to life. "Shining Armor…!"

"What happened?"

Goldwin remembered and explained he agreed to watch over the babies to give the housekeepers a rest, and Princess Luna had a lot to deal with. He entertained them by doing a little of his dancing, to which the babies seemed to like, and even giggled and applauded, but he foolishly lifted his mask like tipping a hat and pulled it too far and it fell off.

Still, at least the babies had calmed down again, but it wouldn't last long. They really needed the comfort of their parents, both of which were still unconscious in their bedroom.

Shining Armor sighed "I just Twilight's okay with her friends."

Rarity and Twilight drove the car a long way across the terrains, past rivers, and over hills, and just as expected, many monsters and dangers; unexpected eruptions chasms and pits, earthquakes and avalanches, came at them, but keeping their cool, and using their teamwork and skills, the team sent every monster running, and dodged ever obstacle.

Soon they stopped, as Twilight and Rarity needed to rest up a bit from using too much magic. Plus everyone else felt it was time to eat.

While Rainbow flew round and doing a surveillance of the are around them, Applejack and Buddy Rose brought plenty of stuff to make vegetable stew with, and it was a good thing Spike was there to light the bonfire, though he didn't seem to be thrilled with his job "And when anyone asks me _"Spike, what was your job on the adventure?"_ And I'll say _"Me? Why, I was the fire lighter."_

The others couldn't help but chuckle at how funny he sounded complaining, but he given the old _"Everyone has their job and no job is more important than any other."_ lecture, Spike understood, but he also wish he brought his lunch pack of jewels instead of having to eat vegetables.

Still, they had traveled quite a bit the whole day and it was coming up to around midday, and they didn't feel as if they had gotten any closer to finding what they had come for. All the dangers seemed to be just on the same level of difficult as when they started, but they knew they had to press on.

By the time they finished lunch and began to pack up, Lightning noticed Starla was just standing all alone and staring off into space. He walked over to his mare-friend "Hey… you okay?" he asked tenderly. She turned to face him "I was just thinking about home, and if everyone's okay."

Lightning knew how she felt, but he made a promise that everything would be okay again. He gave his word as a captain, as well as all he owed to Grand Ruler. The very spot they were camped in now was only just a few miles away from the place on Brogan where he first met him…

Lightning was just a little colt, untrained, and unskilled, and unable to handle off the beasts coming at him. Had it not been for Grand Ruler, Lightning would have surely perished. "I would never have come to Unicornicopia… Never would've joined Starfleet…" he gazed at her lovingly "And I wouldn't have met you."

Starla blushed and giggled. "I always knew you said you had it rough." Starla said "I guess sometimes we all tend to forget about beginnings, no matter who has it worse than whom."

"I guess so." Lightning said "But in the end, aren't we all the same? We all fought to change our lives for the better, and we all succeeded, and now we're going to do it again."

Starla softly rested her head on his shoulder, "And I believe you." she said softly as the two just stood there in each other's embrace. The others could see them and couldn't help but Aw at how sweet they looked, but the moment was interrupted when Rainbow came wailing like an alarm "Red Alert! Monsters!" she cried, and sure enough a large stampede of raging beasts came dashing over the hills.

"Let's get out here!" shouted Lightning as he and the others rushed to pack up and get into the car, but sadly, Twilight and Rarity hadn't rested up enough and their magic couldn't move the car fast enough. "They're getting closer!" cried Fluttershy.

Dyno and Myte had an idea "Strap on your seatbelts amigos!" Dyno said.

"There aren't any seatbelts." Rarity said.

"Oh, well just hold on tight then." Myte said as he joined his brother at the end of the car, and the others immediately realized what they were doing and hit the floor hard. **_"BOOM… BOOM… FIRE…!"_** Shooting their flames out one end, the car began to tear across the terrain like a race-car, and they got well away from that large pack of beasts within seconds.

"Okay, that's enough!" Lightning shouted but loudness of the fire boost, the wind, and the car running made it hard for the twins to hear him. "Que…?" shouted Dyno. "He said… Stop!" shouted Twilight. "One more time…?" shouted Myte.

_"STOP!"_ everyone shouted with all their might. The twins stopped, but the car was still rolling along much too fast. "You didn't by chance put any brakes on this thing, did you?" Applejack asked to Twilight.

"No!" cried Twilight and the car kept rolling along, much too fast for some of them to jump off, and Twilight couldn't teleport them off either until her magic was full restored.

"We're going too quickly." cried Rhymey and he felt his stomach give a sicken gurgle "Ooh… I think I'm going to be sickly!"

"I've got an idea!" Lightning said and told his friends to join him in his scheme. They all flew outside and began flying faster than the car was rolling right up to the front. "Okay! Push as hard as you can." Lightning said and they all began to forcefully fly in the other direction while pushing on the car slowing it down. Dyno and Myte even fired their Boom-Boom Fire, and it was working. "We're slowing down! It's working!" cried Pinkie.

"Yeah, but we're still not stopping!" cried Spike.

Twilight looked up ahead and saw a huge gorge coming "Well, I sure hope we do stop… because I didn't make this thing with parachutes either!"

The gorge was coming up fast. "I don't think we're going to make it!" cried Starla. "Keep trying!" shouted Lightning as the car continued to slow down, but it really wasn't going to stop in time. Twilight and the others had no choice but to jump at the last minute. "Now…!" cried Twilight and they all leapt to safety with the supplies just in time. "Okay! Let it go!" said Lightning and he and his team let the car go and watched it soar over the edge and tumble into the gorge, down, down, down, and crashing into the ravine below. Now they had no ride, but at least everyone was safe and they still had all their supplies. Only Rhymey still felt a little queasy and let out over the edge. "BLARGH…!"

_"Ugh…!"_ the others groaned.

"Are you okay?" Fluttershy asked.

Her colt-friend looked up and smiled weakly…

"No pain,

No gain."

The others sighed, but suddenly they could feel the ground rumbling softly. "Uh, Rhymey… please tell me that was just your stomach still upset…"

"I wish it were so,

But the answer is No."

The rumbling the continued, followed by the faint, distinctive sound of monster growls as new gang of monsters came climbing up over the edge of the gorge and eyed at them. There weren't quite as many "Do you think we can take them…?" asked Spike.

"Well, we can try. We don't seem to have a choice." said Lightning, "Everyone, get ready."

They all huddled together, and waited and waited. "Now…! Scatter…!" Everyone did so, and the battle was on. Lightning kicked and punched the beasts hard. "You're not so tough now, huh?" but the monsters could still fight back and bashed him good too.

The others fought valiantly as well too, but after the episode with the car and slowing it down, their strengths were severely weakened.

Their powers only managed to hold them off for a short while, but the monsters were still ganging up on them. Twilight and Rarity's magic were still low. "Okay! Who wants a piece of me?" Spike growled acting big and brash, but all the monsters did was just stare and growl at him. "Uh, heh-heh… so long!" and he ran right behind Twilight, holding her tail up in front of him "I'm right behind you Twilight."

"That's not to reassuring, Spike."

The team continued to try. "As a new Wonderbolt, I won't let my friends down." And she charged fiercely towards the brutes like a missile, bashing them hard in the guts. "Yee-haw…! Way to ride it girl." Applejack said, and she could hear a monster trying to creep up on her from behind "Oh, no you don't." but she quickly whipped round and lassoed the monster by the legs with her rope and the big bad boy fell on his side, but the monster broke the ropes as easily as threads "Okay, maybe you do…"

As the battle continued the team felt more and more tired, their attacks were hardly even tickling the beasts anymore. Worse, the monsters managed to get hold of the bags containing the food and supplies. "No!" cried Rarity as she had a tug of war with one of them "Let go! Let go, I say!" but the monster angrily and vigorously shook her off. "My, how rude…!"

The monsters ate all the food, and were even ravenous enough to eat all the nonedible things too, even the bags. "Great! We've not only lost our ride, we lost all our supplies too." snapped Rainbow.

Lightning suddenly had an idea "Quick, everyone, try to lead them all into one spot." Lightning said.

"No problem." Pinkie said, and she began to act very naughty, blowing raspberries, and going "Nya-Nya! You can't catch me." and the monsters actually began chasing her. Once all the monsters were in one place, Lightning tried to power up the uniforce hoping to blast them away, but his blast did hardly much damage at all as he was really getting tired. "It's no good! I don't enough power."

Now they were all huddled together, nearly wiped out, and the monsters were coming right at them. "This can't be happening!" cried Starla.

Fluttershy was quivering fearfully in Rhymey's arms. "Please, can't we talk this out!" she muttered, but knew the monsters wouldn't agree.

Suddenly, a high pitched sound could be heard. It didn't bother the ponies and Spike, but it did seem to irritate the monsters, so much that they scuttled off.

"Why… it… it's a miracle." cried Rarity.

Artie looked round, "Look…!" and everyone could see a cloaked and hooded stranger coming before them blowing a strange whistle he wore round his neck, and carrying a long wooden cane with strings of beads around it tip.

The stranger stopped blowing his whistle, and approached the team. Lightning stepped forward "Whoever you are, we wish to thank you for…"

"It's all right, Lightning." the stranger said. Lightning was surprised, "Yes I know who you are. I saw you here once before when you were little." Then the stranger pulled off his hood to reveal he was in fact a grey Space Pegasus Unicorn, originally from Unicornicopia.

His name was Kahn Swift, and his insignia code on his armor read MA3O, and he lived with his clan on Brogan. "I've been well aware of your arrival, and I think I know why you've come. You seek the blue orb of Brogan, don't you?"

"Yes, we do." replied Lightning.

"Please, can you tell us where it is?" asked Twilight.

Khan told them to follow him, and all would be clear soon.


	6. Secrets of Brogan

**ACT SIX**

Khan led everyone through many fields of Brogan, and any time any other monsters tried to pounce, he just blew his whistle at them, frightening them away. "What is with those guys?" asked Spike.

"Don't be fooled." Khan said "They are fierce creatures, but they are not evil. They just don't take kindly to strangers trespassing on their lands. Once they truly know you mean them no harm you'll be quite surprised."

This was strange for the team to hear, but only raised several other questions. Khan promised to answer them all when they reached their destination…

He brought them to a small camp village complete with mud huts, and wigwams, and all the sorts of things that would normally be seen in a place like that, and not only that, but there were Equestrian ponies living there too. One of them was Khan's wife, a light blue pegasi named Rani Drop, and her cutie mark was that of raincloud with a sun behind it. "Welcome." she said "Our home is your home."

It wasn't long before everyone became fast friends, and they all had a little bite to eat near a bonfire. "It's really beautiful here." Fluttershy said "How come it's not like this all over the planet?"

"And, how are there Equestrian ponies here too?"

Khan felt now was the time to explain…

According to legends, a-thousand years ago, in the part of the galaxy they were in, there was a great war between good and evil; so intense that many planets were affected, Brogan being one of them.

Ancient sorcerers of Brogan who fought along the side of goodness decided the only way for the war to be stopped was to contain all the powers from their enemies. As a result, two magical orbs were forged to help contain all the powers. The blue orb, the sorcerers used to amplify their powers to help them contain all the evil power inside the red orb. As a result, the evil lost all their powers rendering them unable to war any further.

But the two orbs still remained; containing dangerous amounts of power and energy that, in the wrong hands, would be used unleash the chaos all over again. The sorcerers then decided it was best to contain the orbs on their planet, in a temple located on the top of the tallest mountain on Brogan.

However, before they could, Discord, the evil king of the planet Khaos had invaded their land, and stole the red orb, knowing of its power and qualities. He then demanded the second orb, but to which the sorcerers refused, thus, another great battle had ensued, and Discord with his mightily powers of bending reality, destroyed the sorcerers completely, but not before they had managed to successfully seal the blue orb deep within the shrine, and placing a powerful force field around the orb, preventing anyone who was not pure of heart form even touching it, and even Discord's mighty magic couldn't break it.

Unable to steal the second orb, before leaving on his quest to spread chaos around the universe, Discord used powers from the red orb to unleash all the many dangers and hazards across Brogan, so that no one else who knew of the orb's existence would dare to even try to search for it.

As a result, Brogan had become what it was now.

The team thought that was really harsh. "So… How did you all get here?" Starla asked.

Khan explained how centuries later, Grand Ruler Celesto, after he had formed Unicornicopia and Starfleet, he had received distressful news that there was a report on a lone unicorn, wandering through space all by himself.

"I take it that was me?" asked Lightning.

"Yes, it was." replied Khan, and he went on saying that that he and his original party lead by Grand Ruler had been originally come to Brogan find Lightning and rescue him. They found him, but before they could reach him, they were attacked by the many beasts and hazards of the planet. Khan and his warriors managed to ward off the beasts allowing Grand Ruler to save and confront Lightning for the first time, and then take him back to Unicornicopia.

However, Khan and his team had requested to remain on Brogan. There was something mysterious about the planet they wished to explore, and as Grand Ruler was usually insistent on exploring other worlds and spreading the Starfleet forces around the universe, he allowed them to stay.

For over a decade, Khan and his kind explored the planet and discovered more about it, eventually learning how to tame the monsters and survive in the wilderness. They had set up a permanent camp and dedicated their lives to living it out on Brogan, in case of any other strangers getting lost on their planet, and to help spread Starfleet.

Eventually they all discovered the secrets of the orb and made it their newest responsibility to prevent evil ones from ever coming near the blue orb.

And eventually Unicornicopia was destroyed but their race along with the Equestrian's survived, and joined together. Several Equestrian ponies even came to Brogan to rendezvous with Khan's camp, to help them live more comfortably and help protect their part of the planet. Rani was one of them, and the two fell in love and eventually married.

"And now, here we all are." Rani said "We know what's happened in United Equestria, and we know you need the orb."

"Can you help us get it?" asked Spike.

Khan and Rani could only direct them to where they had to go. "Follow us, we will show you." Khan said, and he and Rani lead the team to the edge of the village where the starting trail of the tall mountain was. "Whoa…!" gasped Rainbow.

_"Ay' Cyrumba!"_ twins cried.

The mountain had to be at least twice the size and height of what Blacktop Mountain used to be on Unicornicopia. That equaled to at least ten royal palaces stacked up on top of each other. "Is that it?" asked Buddy Rose.

"Yes…" Khan said "The temple that houses the orb you seek is at the Peak of Tall Mountain."

"Well, what are we waiting for? Let's go get it!" and she began to hop off, but Twilight grabbed her by the tail "Pinkie wait! I don't think that getting it will be that simple."

Khan confirmed this theory, for there was a part of the story of the orb he and Rani hadn't mentioned yet. Despite the force-field protecting the orb at the temple, and Discord's dangers patrolling the planet, the sorcerers had power enough to cast one final spell on the mountain itself before they perished.

The mountain itself had been enchanted to ensure that no shortcuts could be taken to the top. The mountain had to be climbed. There was also an enchantment of no magic of any kind that could be used. "What?!" snapped Rarity "No magic whatsoever?"

"I'm afraid not..." said Khan "The sorcerers had laden the mountain with many obstacles, traps, and surprises, as test of endurance, and skill. Those who are not properly prepared or fit will never reach the top."

Rani nodded and explained they were allowed to only bring with them items and supplies that were not conjured by magic, or had no supernatural qualities.

"How do you know all this?" Twilight asked.

Khan explained that he and his clan, as the guardians of the mountain had witnessed many before them had tried to climb it to reach the temple and obtain the orb. "So far, all had failed. Some did the smart thing and chose to give up. Others continued to try but were never heard from again. They just never had what it took to make it."

This really worried the team. They wouldn't be able to fly, use magic, or their weapons, even their magical hand gloves wouldn't work and they would be forced to use their bear hoofs, however, Khan and his clan had all the supplied that they would be able to use; grappling hooks, climbing gear, rope, and all the natural things. The cooks even offered to make them all enough supplies that would hopefully sustain them, if they chose to take the test.

"We don't have much of a choice." Lightning said. The others agreed with him immediately. "We're going. United Equestria's counting on us."

It was all settled, they would rest at the village and gather supplies, and then set off at first light when their strength was at full, and it would be easier to see the mountain in daylight. "Do you think they can still hold out back home?" asked Fluttershy. Some of the others wondered the same.

Things weren't looking so good back home. The spell was becoming stronger, and the skies were growing dark and stormy, and the monsters were now growing bigger and stronger. Princess Luna sent as many soldiers and fighters that were left, and even resorting to sending messages to other Starfleet fighters on the other planets. "What is Shining Armor doing about the shielding?" she asked.

"He's fighting a losing battle, Princess." Goldwin warned her "He's been struggling non-stop all day. He hasn't slept or eaten."

Krysta came along to report that her fairies were exhausted "If we use up any more power, we won't have enough for our last minute resort."

Cadance even appeared through the palace portal from the Crystal Empire and reported that her defenses wouldn't hold much longer either, and she was very worried about her husband. "It's okay…" Shining Armor said weakly "I think I can keep going."

Distraught appeared laughing at them "What's the matter? Feeling a little tired…?"

"You!" shouted Luna, and she looked ready to fight, but Distraught fired a warning shot nearly hitting her. "Uh, uh, uh… I wouldn't try that again if I were you."

"Aunt Luna!" cried Cadance as she and Shining Armor stood by her and Goldwin.

"You little freaks…! You're wasting your time. Remember, I can easily dispose of you any time that I wish."

"So why don't you then?" bellowed Goldwin.

Distraught snickered "Because it's so much more fun watching in you squirm in the chaos that you stand for." And with that, he snapped his fingers and, POOF, he was in the spotlight wearing a hate and holding a cane and had tap shoes on, and he began to sing and tap to a song about all the wonderful chaos he was causing to all who lived in United Equestria; scaring them, breaking things, setting houses and things on fire, and all the time gloating at how unstoppable he was, and how it served them all right for killing his father and his race and how they would all suffer a far worse fate in the end.

The other four jumped in the song and tried once more to convince him that he was wrong about them and that Discord was not the pure creature he thought he was. In fact all he was doing was acting worse than his father ever did, but again, Distraught sang that he didn't believe them and continued to gloat about how his revenge would continue, and in the big finish he once again gloated how they would all soon be dead… Dead… DEAD!

"Wow! What do theatrics have that I haven't?"


	7. Climbing Tall Mountain

**ACT SEVEN**

On Brogan, at Khan's village some of the team spent the rest of the afternoon helping prepare for the journey, while others took the time to enjoy themselves and play along with the children of the many other ponies that lived there, both Equestrian and Space type

Pinkie Pie and Fluttershy loved playing with the children. Some of the children even fussed over Spike, smothering him, and pitching at his little cheeks calling him the cutest thing they had ever seen. "Cute?!" snapped Spike "Ugh! I'm supposed be a dragon, not some puppy dog."

"Oh, really, Spike." Rarity said "They can't help how they feel, and after all…" she then picked him up too and cuddled him like a teddy bear "They are right you know. Sometimes I think you are just the cutie-wutiest thing ever!"

This part Spike didn't mind, being smothered by Rarity. "Maybe it okay to be cute." he said to himself.

Still, some of the children preferred to pretend that they were warriors and bad guys, because one day they wanted to learn to become begin and strong like their mothers and fathers, and some of them even thought of joining Starfleet one day. Particularly one young red ground pony named Daneous. All he ever did was practice and train and work hard.

"Whoa, whoa, easy there little guy." Lightning said "You might hurt yourself if you keep that up."

Daneous calmed down. "I just want to become the strongest that I'll ever be." he said "So I can be like you one day and fight to save lives."

Lightning admired his determination "Maybe you will someday, but, well… your still just a colt. You should be spending your time having more fun, just the other ponies are."

Daneous didn't understand how a big fighter like Lightning Dawn could think about fun at a time like this. "You never had much fun when you were my age." he said "I heard stories from Khan that you always spent your time training and practicing with the Grand Ruler."

"Yeah, but I had fun sometimes." Lightning went on to explain that even while he was out on his own, wandering through space. There were times when he would stop to have a little fun; sliding down riverbanks, climbing trees, fishing, even skipping rocks. And even after when he spent ten years training with Grand Ruler, they did have some fun times.

"Daneous, I know what training and stuff mean to you, but in the end you're still just a colt, and you have plenty of time to grow bigger and stronger, and you have something that I didn't have much of… choices."

"I don't understand." Daneous said, and Lightning thought it over how to explain it to him as best as he could, and he explained that Starfleet fighters weren't all about fighting and training, they could still live daily lives and do things that most others did, even have a little fun once in a while. "Hey, what say I show you what I mean?"

Daneous smiled, and up until sunset Lightning and Daneous went fishing, slid down the small slopes like surfers, and even hung upside down from trees and got dizzy. Daneous was beginning to see, maybe there was more than just training all the time. "Thanks Captain Lightning."

Lightning smiled and patted his head "You're all right, kid."

The others had been watching him and thought it was really sweet the way he passed on some of his knowledge and words to a young pony. It reminded Twilight of all the things Celestia showed her. She probably would never have been the pony she was today if it weren't for her, and Lightning and Grand Ruler also taught her how to become stronger to fight off dangerous enemies when there was no other option, and she was always there to help him too, since Lightning couldn't do magic she taught him about many kinds of others when they studied so he could learn to develop new strategies and ways to overcome them.

"Wake up there, daydreamer." Applejack said.

"Oh, sorry…" Twilight said, but Applejack knew exactly what she was thinking "We all think the same way about each other and what we've learned."

The others all agreed, and the next day they were going to put their natural skills to the test.

Early the next morning on Brogan, the team met at the edge of the village, all of them in pony-mode, walking on all fours with their packs on their back and all their supplies loaded. Spike even sat on Twilight's back. All the villagers came out to see them off, and Daneous wished a big good luck to Lightning, and promised that no matter what he would try to have a little fun every so and so.

Lightning smiled at him and then he turned to face the mountain in the distance. His team mates gazed at mountain in the distance. "It's time." And with that everyone began to walk off towards the mountain leaving the village and the villagers behind. They couldn't go with them as it was only their duty to look after the planet and guard the shrine. All they could do was hope and offer their prayers of luck to their new friends.

The walk didn't seem to take too long for walking on all fours, and they reached the foot of the starting point of the mountain trail. Two ponies from the village stepped forward and tapped their spears. "We are the gate keepers of Tall Mountain." one of them said, and other one asked if they wished to proceed but heed repeated warnings of the many dangers that lay ahead. But the team insisted that they pass. "Very well, but take this final warning; once you pass here, you cannot return unless you accomplish your task."

"What are you, deaf?" Rainbow asked rudely "We said we're going."

"Rainbow!" snapped Twilight.

The guards didn't mind her being rude, and let them all pass. The team looked up at the long climb they had. "Let's go." Lightning said and they all galloped off up the trail leaving the guards behind coughing in the dust. "You think they can make it?" one asked

"Who's ever made it before?" the other said, and they just stood back at their posts

The ponies galloped quite a ways up, and it wasn't long before they visually could not see the guards or the starting point of the trail anymore, but the top of the mountain hardly seemed any closer. "Gee, I knew the mountain was tall, but I didn't think it was this tall." Spike said.

"At least you're getting a free ride." Twilight said.

"We have to keep going, and that's no doubt

United Equestria's time is running out." Rhymey reminded everyone.

Eventually they stopped galloping and reached areas where they would have to climb vertically to reach the next ledges. It wasn't very easy without their gloves but the managed to do fine. Poor Fluttershy was actually growing scared of how high she was climbing as she scaled a cliff face. "But you've flown higher than this before." Artie said.

"I know…" whimpered Fluttershy "But that's because I was flying. Here I can't do that. If I fall I could…"

"You won't fall, Fluttershy." Lightning said "We won't let that happen to you. Now, just keep climbing and whatever you do, don't look down." But as usually Fluttershy looked and she freaked out and on to the rope for dear life. The others at the top sighed and had no choice but to pull her up the rest of the way.

"I guess you never appreciate flying so much unless you can't do it anymore." Buddy Rose said.

Poor Rarity felt as if she had a hoof cramp, and she needed a serious hooficure "Are we anywhere near the top yet?" she asked, but to her and everyone else horror, they still hadn't seemed to have gotten any closer. "Ugh! Does this mountain even have a top?" groaned Twilight.

"Of course it does, we saw it ourselves, remember?" Lightning said "Now, let's keep going."

As they continued to climb, Applejack began to feel the ground rumbling beneath their feet "Uh, Lightning…?"She called.

"What now?" snapped Lightning.

"Can anyone else feel that?"

"Feel what?" asked Pinkie "I don't feel anything."

"Wait!" snapped Twilight and she put her head closer to the ground "I can feel… and hear…" Soon all the others felt the ground rumbling. It wasn't the sound of monsters coming, but Dyno and Myte, being expert geologists and miners, recognized the sound and feeling anywhere. _"AVALANCHA…!"_ they shouted in Spanish. That's when the others looked up and could see a whole stream of large boulders rolling down the mountain. "TAKE COVER…!" shouted Lightning, and everyone leapt rock formations or higher ledges as the rocks got closer and want right past them all leaving a cloud of dust.

The team all poked their heads up and all seemed to be okay, but Rarity was missing. "Help! Help!" she shrieked. Poor Rarity jumped over the ledge to avoid the rocks, and fallen at least ten feet down and was hanging for dear life onto a large root. "Rarity!" cried Twilight.

"Please, someone help me!" cried Rarity with tears of fear in her eyes, and a five hundred five hundred yard drop below. Remembering that they couldn't use magic, or fly, the only chance they had was to lower one of them down on a rope. Rhymey offered to.

"Be careful!" Fluttershy begged and pecked him on the cheek for luck. Rhymey promised her he would. "Hurry!" called Rarity. The root was starting to break by her weight.

The others slowly lowered Rhymey down,

"I'm coming to you, Rarity.

Don't worry, you'll soon be free."

Rarity smiled with hope, but the root had almost completely broken away "HELP!" she screeched. Her loud voice echoed along the mountain causing another rockslide. "Rarity… Stop screaming!" Twilight called "You'll cause another rockslide!" But more rocks were already heading towards the team just as Rarity climbed over and onto Rhymey's back.

"Hurry…! Get them up!" snapped Spike.

The team pulled and pulled with all their might as the rockslide got closer. Rarity and Rhymey had just reached the tip of the ledge and just pulled over.

"Two ponies covered in dirt and grime

But we made it…" Rhymey said as everyone ducked out of the way letting the rocks slide past the, "Whew! Just in time…!"

Rarity hugged Rhymey warmly for saving her, and she thanked all her other friends, but now they had to continue their climb, and guessed that the rocks were only one of the many dangers that they would come across.

Their guess was right…

As they climbed higher and higher, they ran into more traps and surprises along the way; Trap holes, air pockets erupting in their faces trying to blow them off. There were even magical illusions, set up to try and trick them, and they were fortunate enough to find the skeleton remains of few of the previous climbers that didn't make it to the top. But keeping their wits about them and working together they all managed to avoid serious trouble and continue onward and upward.

But eventually they grew tired, and had to stop and eat and maybe even set up camp and the sun began to set making it hard to see the mountain trail. So they were ultimately forced to stop and campout where they were until morning. At least they had plenty of food, and Starla would take the first watch in case any dangers would try and come near the campsite.

Nothing more happened during the night, and Starla almost found it difficult to keep focus as the stars were so beautiful. She wished she had her telescope with her, but using what she could see with her naked eyes, and scribbling with a twig, she was able to calculate their exact position, how far they had climbed and when they would reach the top of the mountain.

Suddenly she heard the sound of footsteps coming near her. She turned swiftly to see it was Lightning. "Easy Starla, it's only me." He spoke softly as not to wake the others. He had come to relieve his mare-friend and take over the watch so she could some sleep, and he noticed her scribbling in the sand. "Looks like you've been busy."

Starla smiled and explained if their calculations were correct, borrowing too many mishaps, they'd reach top of the mountain by midday the next day. "That's great." Lightning said, but he noticed she was feeling doubtful. "That is great isn't it…?"

Starla was still worried about United Equestria, "What if we don't make it back in time?"

Even Lightning was starting to feel that maybe it was just possible they wouldn't make it in time. "Look, we can't let that get to us." he said "No matter what comes or what goes… I'm not going to stop trying."

"I won't either." Starla said with a brave smile on her face. She gazed behind her at all the others wrapped in their blankets as they slept peacefully, she knew that they were all feeling the same way about never quitting. "You better get yourself some sleep. We have a tough day ahead of us."

Starla agreed and pecked her colt-friend deeply on the cheek goodnight. "Starla…"

"Yeah..?"

"Try to think happier thoughts."

She smiled at him one last time before slipping under her own blanket and laying down on the ground. While Lightning took over the watch, and took a moment or two to gaze up at the sky and wondering if United Equestria was okay.

Distraught observed everything from his secret dimension. "Aw, how sweet." he sniggered "Perhaps I've ignored those punks long enough." Then he also decided that his spell was strong enough for him to unleash his wrath on United Equestria, seeing as how all their forces were completely overpowered by his spells and monsters.

"Hmm…" he went as he scratched his chin.

_"Does something trouble you?"_ asked the hidden voice.

"No, nothing really…" Distraught answered "I'm just thinking, maybe I could offer those ponies one last bit of compassion. After all, if they're going to die, they ought to go out with a bang." Then suddenly his eyes lit up "Yes, why not."

_"What are you thinking?"_ asked the voice _"It would be much wiser simply to just wipe them all out, would it not?"_

"Perhaps, but then again, I think I prefer the fun way to do it."

_"I insist that you reconsider."_

"Quiet! Just you remember who's really calling the shots around here. If I wish to do things my way, then I will. Besides, I really don't see any difference. Either way the ponies die, and my race comes back."

He then recast his gaze upon the team on Brogan. "Why should I worry about them? Come tomorrow, they'll get what's coming to them for their heartless ways!"


	8. Spike the hero

**ACT EIGHT**

Early the next morning, Twilight felt a small warm breeze blow across her head. It felt rather musty almost like breath. Then she opened her eyes and saw a big ugly monster of the mountain gazing down at her. She screamed and woke up the others. The monster gave a roar and everyone else screamed, but before the monster could do anything did the others come dashing back and attacked the monster hard scaring it off. Twilight was relieved, but she felt silly for being the last one to wake up.

Soon, after they had eaten breakfast, they all headed up the mountain, dodging more traps, more dangers and using only their natural skills and what supplies they had to get across and climb higher. Leaping across giant chasms or jumping high up tall steep ridges too slippery to climb.

Even a whole gang of tree-type monsters came at them, but Spike managed to scare them off with his fire, as it was a natural ability of his, not magic, and the fact that the monsters were scared of fire, being wood. "Way to go, Spike!" said Twilight.

"Gee! I guess maybe I am bit of a help after all." Spike said.

"Pick up the pace! We've still got a long way to go." shouted Lightning and they continued to gallop up the mountain.

Meanwhile, something very unusual was going on in United Equestria. All the monsters, and the chaos had ceased for a great big party and dance going on in New Ponyville, and all the ponies and other creatures of the planet were joining in the fun. All this was arranged by Distraught for his _"End of United Equestria Party" _He himself was there to enjoy the fun too "I want you all to party like there's no tomorrow…because there isn't going to be any for you!"

Sundown… was all the time the time they had left.

Some of the creatures had already given up hope, even a couple of the cuite mark crusaders "What are you guys doing?" snapped DD "How can y'all be partin' at a time like this when we're all gonna be dead soon?" added Apple Bloom.

"So, if this is our last day, we may as well enjoy it." said Sweetie Bell.

"Yeah, and it's not over yet." Scootaloo said "We still have until sundown. There's still a chance."

Cheeilee came along dancing to the groove with Big Mac "Don't worry girls. I'm sure the others will be back in time."

"E'yup." added Big Mac "If there's one thing Applejack and the other don't know, is how to fail."

The cakes came by with "End of the World Milkshakes" for everyone, and Distraught liked how they were all obeying him. "Now then…" he announced "I must be off, but I'll be back. Don't any of you stop partying!" and he vanished and was gone.

He had teleported all the way to the palace in New Canterlot. His plan was to start by finishing off Celestia and Grand Ruler while they were still unconscious. "He is coming!" cried Luna.

"Wrong…!" Distraught shouted as he materialized "I'm here."

Luna, Cadance, Shining Armor and Goldwin all stood together. "Oh, puh-lease!" scoffed Distraught. "You honestly expect me to be intimidated by this? Now I came here to kill their highnesses and that's just what I intend to do."

"Yeah, well I've got news for you; they aren't here." said Shining Armor.

"What?" snapped Distraught and laughed hysterically in complete disbelief "I'm sorry, but you really kill me. You know that?"

"It's not a joke." Cadance said.

"They're really not here." added Goldwin.

Distraught had heard enough and teleported to the royal master bedroom only to discover that they were gone! "I think you will find somewhat to your shock that their majesties are no longer here." said Brain.

Distraught had been so preoccupied keeping an eye all over United Equestria and the team on Brogan; he really never could see everything at once, and he growled angrily. He grabbed brain by the collar "Tell me where they are!" he growled fiercely at him.

"Now, now…!" Brain said acting all cool and calm "There is no need for this rash behaviour. I shall take you straight to them."

Distraught did so, but warned Brain not to be deceiving him. Brain told him "Follow me, and I will take you to their majesties at once." and he began to lead Distraught through the palace, even passing by a window that Luna could see through the windows of the main lobby of the palace. "There is the signal." she said "It is time."

That's when Krysta popped out from a column, and nodded and quietly signaled her fairies to move out. While Distraught was distracted, the fairies would warp each and every single creature across the entire planet to the old safe dimension planet; the very one that the races went to when Unicornicopia and Old Equestria were destroyed.

Celestia and Grand Ruler had been teleported there earlier

Luna and the others were teleported there at once, and since Goldwin was no longer in the palace, his mask stopped working and he turned back into a statue and couldn't be brought back to life again until he got back inside.

Slowly but surely, the entire populace of the planet was teleported to the safe dimension to join them all where they would hopefully be safe and bide some extra time.

Brain led Distraught all through the palace and into the catacombs of the mountain which would keep him and Distraught moving for a while. "You're beginning to make me angry!" Distraught growled "How much further?"

"Oh, my dear sir; Do have more patience, please!" Brain said "We had moved their majesties to a secret crypt far within the interior of the mountain; it is so deep that you cannot simply teleport in or out."

Distraught grumbled angrily under his breath, but he agreed to keep going. He wanted to kill those two royal ponies and fast!

Meanwhile, after hours upon hours of battling across many dangers and climbing high…

"Wow! Guys, you've got to see this!" Spike called, and when the team reached up on the ledge and what they saw, they almost refused to believe. They had reached the peak of the mountain, just like Starla predicted, and just up ahead was small building- the entrance to the temple.

"It's incredible." Twilight said "Even the shrine to the Elements of Harmony was never like this."

Lightning stepped head of the gang. "Let's check it out, but take it easy."

They all moved closer to the entrance doors, and suddenly the ground began to rumble and the doors opened wide. "You think we're bein' invited in?" asked Applejack.

Fluttershy quivered and whimpered "I think maybe I'll wait outside." But she was forced to come along with the others, through the doors and emerging in a completely emptied square room. "Hey, what gives?" snapped Rainbow

"There's nothing in here at all." added Buddy Rose.

"You mean we climbed all this way, fought across dangers, and nearly got ourselves killed for nothing?" growled Artie.

Many of the others refused to believe that, and that was when the floor opened wide beneath their feet- a trap door, and they all fell, screaming, down, down and sliding down a slippery slope down a long, long tunnel and landing with a huge crash!

They all lay pilled all over each other in a big ball. "Wee, that was actually kind of fun." Pinkie giggled. The others just sighed irritably, but suddenly they all realized that they had fallen into a secret crypt, deep within the mountain interior. "This must be the real temple." Spike said.

"It must be." Twilight said "Look there!"

Just up ahead was a small stone staircase leading up to the blue orb surrounded by the force-field, just as they had been told. "Oh, my…!" cried Rarity as she gazed at the orb from afar "It's… its absolutely magnificent. More beautiful than I ever could have imagined."

"We have made it!" cried Dyno.

"We found the orb!" added Myte.

As much as Lightning was pleased and relieved that the orb had been found at last, somehow he didn't think that taking would be all that easy. "Wait here." he said to the others.

"But Lightning…" Twilight said

"I said wait!" Lightning snapped. The others stood where they were as Lightning slowly ascended the stairs to the orb's pedestal. "Lightning, be careful." Starla called.

"You must remember what Khan had said

Those who aren't pure of heart, the shield shall make them dead." said Rhymey.

Lightning remembered, but he slowly raised his hoofs and slowly moved them towards the barrier, finally touching the force-field, and nothing happened. He didn't feel a thing!

He grinned triumphantly as he softy took the orb into his grip and pull it off the pedestal. The others began to cheer for joy now that they had the orb, but suddenly the orb began to glow and float high above the ground as a voice called out…

_"By overcoming the obstacles, and using only your skills and might_

_You have proven to be pure of heart and removed the orb from the ray of light._

_Accept now this final challenge, defeat the guardian and prove indeed,_

_that you intend to use the power for pureness, and not for lust and greed_

_But if by some unfortunate fate you fail the test, you will then…_

_…forever remain here in this tomb, never to see daylight again!"_

Hear this worried everyone, and Spike asked "Defeat the guardian…? What does that mean?"

He soon got his answer as the entire tomb light up brighter than ever and the orb floating up, up to a giant statue with four massive arms and fists, and inserting into a small hole in its head, the statue began to glow blue and rumble as it started to move. "Does that answer your question, Spike?" Twilight said nervously.

Spike nodded nervously.

The statue glared at everyone and began to stomp forward slowly yet fiercely, and raised its huge fists "Look out!" shouted Lightning and everyone leapt out of the way as the fists slammed down hard, after that, everyone kept running all over the tomb a with statue waving its arms and slamming down every here and there, the team was hardly able to dodge and then figure out where the statue would smash next.

"We've got to try and beat this thing!" Twilight reminded everyone.

"And how do you propose we do that?" snapped Artie. He had a point, for they still couldn't fly, use magic, or even go into biped-mode to make the battle easier. "We have to try somehow." Rainbow said and she charged forth yelling out loud and aiming a powerful kick at the statue's leg.

BOOM!

Rainbow was then hopping around holding her sore hoof "Okay, bad idea! Really bad idea…!"

That statue was made of a really solid rock, much too strong for them to attack, especially without magic or weapons. Some of them even tried tying the statue up by the legs with all the rope they had from their supplies, but that didn't work either; the statue snapped the ropes like threads.

The statute continued to smash and stomp about, and the team could only keep dodging and running from those massive arms and the statue's huge feet. Pinkie even resorted to a whack-a-mole type game with the statue, and she was the mole; always popping her head out of various places and ducking down just in time before getting hit.

"This is ridiculous!" snapped Twilight "It's got to have some kind of weakness."

"Yeah, but what…?" Lightning asked.

That's when the statue turned and loomed over Rarity, and began coming after her. "Rarity, Get out of there!" cried Starla.

Rarity had nowhere to run to and shrieked and screamed in fright. Some of the others tried to dash over and help only to end up nearly getting crushed by the statue's arms.

"Rarity…!" cried Spike as he watched in horror as the statue prepared to finish her. "No!" yelled Spike as he rushed over and actually scaled the statue's massive body and leapt over, onto its face. "You leave her alone!" he shouted as he pounded fiercely on the statues eyes nose and head trying desperately to get to stop, and it did! The statute began swaying back and forth violently in attempt to shake Spike off its face.

"Whoa…! WHOOOAAAAAAAAAH…!"

Poor Spike had forgotten how small he was and how high off the ground he was too. "SPIKE…!" Rarity screeched.

The statue got fiercer as it swung its arms all around its face trying to knock Spike off. "I'm getting airsick up here…!" Spike shouted. The others tried all they could to leap up to save him, but ended up getting bashed hard by those huge stone arms and sent them crashing to the ground and into the walls.

Rarity angrily pounded on the statue's foot shouting "You leave my little Spikey Wikey alone! Let him go! I SAID LET HIM GO!"

The statue softly raised its foot, bashing her hard across the floor. "RARITY!" shouted Spike. She would live, but her cheek was badly bruised. Spike's anger began to rise. "That's it! You mess with Rarity, and you'll pay!" and he drew in a deep breath and let out the biggest burst fire he had ever breathed, which actually only amounted to the size of a soccer ball and did nothing at all really, and once again he was forced to hang on for dear life.

"We've got to do something!" cried Twilight. She didn't want to lose Spike, but the others were totally stumped, until Lightning noticed the glowing from the statues body coming from the orb lodged in its head. "That's it!" he cried and he shouted "Spike, the orb! Go for the orb!"

Spike realized what Lightning was getting at, and since he was the only one that could even try, being so close to it. "Okay! I'll try!" he shouted, but it was easier said than done as he had to hang on tight as well, and in the end it was just no good, he didn't think he could do it.

Until he gazed back down again and noticed the others were all still trying to help him by distracting the statue. They were all counting on him, and especially Rarity. He caught a single glimpse at her and the way she was gazing up at with those worried eyes, he felt his courage skyrocketing. Letting out a scream of bravery he leapt at the orb and caught hold of it. "Lights out for you, rock-head!" he sneered as he pulled and pulled with all his might finally yanking the orb out sending it fall down below and Twilight caught it.

At once, the statue's glow faded away and the giant pile of rock began to fall over and Spike tumbled down with it. "SPIKE!" everyone shouted. It really would have been the end for him had Starla not leapt up high and caught him in her limbs.

Soon everyone was cheering for extreme joy. They had the orb back, and the statue was down. "And three big cheers for Spike; the big hero of this one…!" Lightning said.

As the others cheered for him, Spike almost felt embarrassed, but it the other reminded him that he really was a hero, especially Rarity. "You're my hero Spikey Wikey." And she planted many kisses on his face, almost enough to send him into a heavenly coma.

Then suddenly a bright light began to shine as a doorway opened wide. The team walked through the door and outside only to realize they were at the very bottom of the mountain. "We climbed way up there, only to end up back where we started again?!" snapped Applejack.

The others could hardly believe it, but they were soon distracted by the sound of applause. They turned to see Khan, Rani and all the members of the village there congratulating them. "You all did very well. I'm actually surprised." Khan said "Now that you have the orb, I know you'll save United Equestria, and restore Starfleet and Friendship to its full power."

Rani nodded and explained that by removing the orb they also lifted Discord's thousand year-old spell on the planet. "Now the planet Brogan will be cleansed of all the danger and hazards, and our duties as the guardians are complete."

They were all planning to move on, and maybe go to live in United Eqeustria, once it was saved. That put the team back on tracking remember that they had to get home. "But how do we do that?" asked Fluttershy.

Khan smiled and showed them all that hidden behind some brush was a warp portal that they could use to get back. This meant it was time to say goodbye, but Lightning and the others couldn't begging thank Khan enough for all that they had done. "We were happy to help, anything to silence evil and help friends. Now, go. You haven't much time."

Lightning nodded and the two ponies saluted, then Lightning and all the ponies, after changing back into biped-mode, left with Spike through the portal, off into space.

"Good luck my friends." Khan said "The spirits of harmony and courage will guide you."

"Thank you, Captain Lightning." Daneous muttered softly. "I hope I can be just like you someday."

While back in United Equestria, the sun was beginning to set, but Krysta and her fairies had nearly warped every single creature off the planet to the safe dimension. While Brain had lead Distraught on an agonizing walk around the entire mountain catacombs, and eventually leading him to right back in the throne room of the palace. "What is this?" bellowed Discord and realizing he had been out smarted completely lost his temper. "Why you wretched walking mule!" he thundered "I'll show you…"

"I believe it is I… who shall show you." Brain snickered as Krysta appeared right next to him. "See ya…" she said with a cheeky smirk and vanished along with Brain. Distraught finally realized that the entire planet was deserted and he roared loudly straight up at the sky.

Brain and Krysta appeared in the safe dimension with all the others. Luna was glad to see they were safe. "Well, that sure went well." Krysta said

"Most satisfactory…" agreed Brain.

"Well, at least while we're here, Distraught won't get to us for some time." Shining Armor said

"I wouldn't bet on that." And Distraught appeared in the blue skies of the planet. All the ponies and others creatures could hardly believe it. "Did you really think that your little plan could outwit me? You're even stupider as you are evil! At least you have succeeded in putting yourselves all in one place. It makes it all the more easier for me to wipe you all out in one easy swoop."

This frightened and worried many of the creatures and ponies, and Cadance furiously tried to once again inform Distraught that they were not the evil ones. "Silence!" shouted Distraught and used his red orb to blast her knocking her off her feet. "Cadance!" cried Shining Armor as he scooped his wife up into his limbs.

"You fiend, Distraught!" bellowed Luna "Time and again we have tried to reason with you, but you prove that your heart is just as wicked as that of your father's!"

"Hah! I think I've heard just about enough of this." Distraught said and he raised his red orb up over his head concentrating hard and the orb glowed brightly. Soon, the entire planet was warped and they all found themselves within Distraught's secret dimension. "Welcome… to the last place you will ever see."

He explained that he had been hiding in this unstable warping zone for a while, and with his power now at full he cast a dreadful curse so the dimension would collapse, thus destroy all those were trapped in it. "And don't bother thinking up worthless plans. Only something of extreme power can break out of this world, like me, or of something even greater. Meanwhile, I'm free to prepare United Equestria for the rebirth of my people and the ultimate avenging of my father, Discord, and the ponies and all they stood for will be… NO MORE!"


	9. The real enemy

**ACT NINE**

Distraught left his victims to suffer their fate, and no sooner had he left did the dimension begin to rumble and quiver. Soon it would collapse and everyone would be dead. Everyone tried with all their might to break free, but just as Distraught promised, they just weren't powerful enough.

"No! This can't be how it ends!" cried Cadance, but even Shining Armor and Luna couldn't see any hope left now.

Distraught went back to the deserted United Equestria and began using his vile powers get anything he didn't like out of his way. The homes, the forests, the schools, the businesses; he was really enjoying himself and he blew them all the ashes. "Oh, I should have done this a long time ago." he said to himself aloud. He also couldn't help but pity the team on Brogan, and figured that by now they were all dead from trying to take the orb, because he knew that only those pure of heart could take it or be killed. "Ah, well."

Suddenly he stopped as he spotted the Carousel Boutique and figured he'd crush it next, but as he got ready to blast it, a bright flash of light shone in the skies. "What…? What is this?"

He turned round and to his horror, there stood Lightning Twilight and all the rest of the gang. "Stop right there, Distraught!" Lightning said sternly.

"You dare lay a finger on my home, I will personally rip you limb from limb!" growled Rarity.

"Now, what have you done to our friends?" Twilight demanded to know.

"You're too late!" snapped Distraught "Very soon they will be no more, just as you shall be."

"That's where you're wrong!" snapped Lightning "We won't lose, not to you… and here's why." And he held up for Distraught to see "The blue orb of Brogan?!" he said in disbelief "No! You can't have it! Only those pure of heart can take it, and your hearts are pure evil."

"Are you still on that kick?" asked Buddy Rose

"You are the one who causes the grief

Because of your own ridiculous belief!" growled Rhymey.

Distraught could not believe this was happened. Now they had the second orb, and, without questioning, they would be able to match his power. _"Could I have been wrong about them, and my father?" _he thought to himself _"No, I can't believe that! These are the creatures that killed my father, and destroyed my race. Once I beat them it'll be all over and I can have my race back again."_

It soon became clear that Distraught was not willing to be reasoned with no matter what evidence was said or given. "All right…!" Lightning said "If that's how you want it, then we're just going to have to beat it into you."

The others agreed, and that's when the orb floated up high above them, and cast a mystical glow upon them all, and when the lights faded everyone, except for Spike were wearing their battle suits again.

Lightning and his team stood together shouting out their name _"STARFLEET MAGIC!"_ and Twilight and friends shouted out their name _"FRIENDSHIP IS MAGIC!"_

"Go get him guys!" Spike cheered.

"GO!" shouted Lightning and he and all the ponies charged forward. Distraught roared loudly and charged at them as well.

All at first Distraught seemed to have the upper hand. He punched, kicked, swatted, bashed and blasted at the team all ways round while the team hardly even managed to even raise their defenses, and soon they were all lying on the ground like fallen trees. "Oh, no!" cried Spike "I thought the orb was supposed to help us!"

Distraught only laughed as he walked over and picked up Lightning ready to finish him off. "Hey, put him down!" yelled Spike, but Distraught just held Lightning out "Take a good long look little dragon. It'll be the last you see of your friend. Evil never wins."

That's when Lightning perked his head up right and said "I couldn't agree more." And before Distraught could react, Lightning kicked him hard in the face sending him skidding across the ground. All the ponies got up revealing they were only playing dead. The truth was the orb had not only helped to enhance their battle powers, but their physical strength as well. Their bodies were so solid that they barely felt a thing from the attacks. "You're a fool Distraught, for thinking we're the evil ones." Twilight said "And you're and even bigger fool if you think you can beat us that easily."

Distraught was really getting angry. "So… you want to play rough then, huh?" he growled "Well, fine then, no more holding back! I'M GOING TO COME AT YOU WRETCHED MULES WITH EVERYTHING I'VE GOT!"

Hearing the word "Mule?!" really ticked Rarity off "Mules are ugly! Mules are smelly! And we… are not… MULES…!" she looked ready to brawl more than anything. "Captain…?" and Lightning nodded at her "Go ahead Rarity. Let it out!"

"Bring it on, Mule!" growled Distraught "Mule…! Mule…! Mule…!"

The more he taunted her, the angrier Rarity became and she charged right at him and he charged at her. "Go Rarity!" Spike cheered.

The real battle was on, and not only was Rarity willing to unleash her fury for having been called a mule again; she was willing to put her new skills to the test. Climbing the mountain helped her and the others increase and improved their endurance, speed, and minds.

Distraught tried his very best, but the others all managed to punch, kick, head-butt, and whack at him hard. Now Distraught was tempted to use the magic from his red orb making him really strong and really swift, and he managed to turn the tables and beat up the ponies, but the ponies were also just as slick and fought him powers to powers.

**_"VINE WHIP…!"_**

**_"SUPER STAFF…!"_**

**_"WARD SWORD…!_**

**_"STAR BOW…!"_**

"Do we honestly have to go through this?" Distraught asked in annoyance, but the battle continued, and valiantly as he fought he was just no match against Starfleet and their weapons.

"Oh, yeah…? Try this!" shouted Distraught and summoning up a huge bust of magic he fired many, many magical projectiles. "Watch out!" shouted Rainbow, but it was pretty tough to dodge them all, even for her, but she did managed to pick herself back up and weave through all those blasts and crashing into Distraught hard.

"Go shot Rainbow!" said Twilight "Now it's our turn. Ready girls…?"

_"READY!"_ he friend shouted and they began to concentrate on the power of harmony within them. "Oh, no you don't!" growled Distraught "I'm ready for you this time!" and as he prepared to fire more magical blasts, Lightning's friends thought it best to give him a taste of their own.

**_"LEAF STORM…!"_**

**_"PAINT BOMB…!"_**

**_"DRILL QUILL…!"_**

**_"STAR SHOWER…!"_**

**_"BOOM-BOOM ROCKETS…!"_**

All those attacked blocked off every single one of Distraught's blasts. "Fine then!" he shouted "But let's sees how you handle my deadliest attack…!" He angrily roared as his entire body began to glow in red flames. "What…?! Oh, no…!" cried Lightning.

Distraught laughed hard as he prepared to unleash every last bit of magic he had into one massive burst of power. "There's not a single thing you have that's strong enough to get through this!"

"We'll see about that." said Twilight "Let him have it!" and they fired the Force of Harmony just as Distraught fired his own powerful blast. The two forces seemed perfectly equal, so powerful they cancelled each other out, leaving Twilight and friends tired, but Distraught too. "No! It's impossible! No single thing could be stronger than me."

"Except, no single thing has…" Twilight said, and Lightning stood by her side "We're a team, Distraught, and that's something you'd understand if you'd learn to listen to what others have to say! Now, release our friends!"

"NEVER!" shouted Distraught "I've come too far to lose now. I won't be defeated by you ponies!" and despite being out of magic he intended to keep going with all the rage he had and foolishly charged forward, but the ponies, though a little tired had plenty of power left.

Captain Lightning stood tall and proud "Starfleet… Friendship… ATEN-TION!"

_"AYE-AYE, CAPTAIN…!" _everyone shouted as they all stood in a perfectly line. "FIRE…!"

The other ponies fired their own specific attacks, or power from harmony stopping Distraught where he was and even blinding him. "My turn…!" Lightning said, and his golden horn glowed brightly, and his whole body was bathed the golden light. He recited the ancient chant for maximum power. **_"U… NI… FORCE…!"_** His powerful blast headed straight at Distraught who looked up just in time to see it coming. "Huh…? NOOOOOOOO…!"

The force was so strong that the entire area around Distraught exploded in a great flare.

The force was so great that Luna could actually feel the essence of the force. "Aunt Luna… what is it?" asked Cadance.

"A force of great power, greater than Distraught."

Shining Armor's hope began to come back "It's Twilight, and Lightning. It has to be." Everyone hoped he was right, because the collapsing dimension they were in wouldn't last much longer.

Back in the battlefield, the team looked ahead and wondered if it was really over and if they had won, but when the dust had cleared, they could hardly believe it. Distraught, though badly beaten and bruised, was still there. He angrily pounded the ground with his fist and shakily got back to his feet. He didn't look as if he could take much more.

"I don't believe it!" snapped Applejack.

"How can he keep going after all that?" asked Pinkie.

Lightning felt that Distraught had an overdeveloped sense of vengeance. He knew and recognized the feeling all too well. "Distraught…" he called "Why don't you just stop all this nonsense? You know you can't beat us. Just listen to us and maybe we can help you."

Through his panting of pain Distraught couldn't believe that after all this the others were actually willing to help him, but still he refused "The only ones you should help is yourselves!" and even though all that pain he managed to start dashing forward. The team stood on guard ready for more, when suddenly the hidden voice called out…

_"Stop, Distraught! You are no longer of any use to me."_

"Who said that?" asked Buddy Rose.

"I don't see anyone." said Starla.

Then they all remember Distraught mention something about a mysterious hidden voice when they first met. "That voice…" Lightning muttered "It sounds so familiar."

"You…? What do you mean _I'm no longer a use to you?"_ Distraught shouted into the sky "Who are you? Why don't you show yourself?"

_"I am the one who is truly responsible for the demise of your people and your father Discord."_

Hearing those words made Distraught feel angry confused and a whole lot of emotions all mixed together. "… I… don't understand."

_"No I didn't think you would. You never understood anything that anyone had to say once you believed the lies I told you."_

With that everyone began to see magical images of the planet Khaos before the race of Draconequuses were wiped out. The planet was hit by a powerful storm conjured by evil dark magic. Despite many of the Draconequui being able to bend reality, this evil was far stronger than that of their power. As a result, they were all wiped out, the very time Twilight and her friends had used the Elements of Harmony to turn Discord back into stone when he escaped after images were seen of all the chaos and suffering he had caused. Sometime later, Fluttershy was tasked of reforming Discord to using his powers for good instead of evil, and while it seemed to work at first, Fluttershy ultimately failed as Discord just reverted back to his evil ways, forcing the ponies to turn him back into stone... leading to the events of Discord being brought back to life but magically transformed into an evil demon-dragon, and the massive attack on the planet Unicornicopia, destroying it, and all the unicorns, as well as Celestia who was visiting at the time, had barley escaped with their lives!

Distraught could hardly speak "Father…?" he whimpered "No… it can't be!"

_"Oh, but it is. Look for yourself."_ replied the voice and he showed more past images of the many dastardly things that Discord had done. "No! It isn't true! I won't believe you!"

The voice laughed sinisterly _"It really makes no difference what you believe; you have served your purpose and granted me all that I need."_

That's when Distraught's red orb glowed wild and brightly and yanked off of Distraught's neck with such a forceful blast that Distraught fell unconscious.

Everyone watched as the orb larger and larger and it spoke out in that same sinister voice _"I have been reborn; the mighty force of all darkness and chaos!"_

Fluttershy felt her fear rising again. "What do you think it is?" she whimpered. Rhymey held onto her tightly.

Spike ran over to the gang. "Twilight!" he called "What's going on?"

"I wish that I knew." cried Twilight

The orb began to fly up, up, up into the sky as the night sky grew darker with chaos and evil. Lightning, still having a sickening feeling he knew who the voice belonged to, was determined to see this for himself, took off into the skies after the orb. "Lightning!" cried Starla "Lightning what are you doing?"

Lightning stopped and hollered "I'm going to find out what this is all about." And then continued fly upwards following the orb. "Lightning!" cried Starla and she raced up after him, with the other unicorns following her, and Rainbow tried to go with them too, but suddenly they smacked right into a force field, preventing them from going any higher. "What is this?" snapped Rainbow, and she called to Twilight "Can you break this?"

Twilight tried and tried with all her might, but this force-field was like something she had never seen before, even her new powers from the orb weren't enough.

"But Lightning's up there on his own.

He'll have to face the danger all alone." said Rhymey.

This worried everyone, especially Starla. "…Lightning!"

Lightning had flown all the way up to where the orb was now floating freely in the absolutely center of the chaos around them. The orb had to be about the size of a house, and suddenly a familiar hooded creature appeared within the orb itself. _"I've been looking forward to this day-to you again Lightning Dawn."_

"Titan...!" shouted Lightning. It all made sense now. "So, you're the one behind all this."

Titan snickered sinisterly confirming it _"And now, the Dimensional Universe will be mine!"_

His evil power radiated so much that it would be felt in Distraught's collapsing dimension. So much that, Queen Celestia and Grand Ruler finally snapped awake from their coma, surprising Penny and everyone else.

The royal could actually feel Titan's presence, and knew that something would have to be done. Luckily, they both had their respective halves of their treasured weapon, the rainbow rod, and joined the two pieces together.

Everyone knew what was coming, but hoped that it would work and get them out before it was too late!


	10. Final Outcomes

**ACT TEN**

The others tried and tried to break through the force-field, but it was just no use! Even a blast of Harmony didn't do a thing. "It's not working!" cried Spike.

"We can see that for ourselves." snapped Twilight.

"We can't give up." cried Starla "We've got to try and help Lightning."

The chaos in the skies was growing more and more savage as if something really big was happening up there. "Do you think he's okay?" asked Fluttershy. The others couldn't tell, but the deathly hoped he was.

The red orb suddenly morphed in an enormous glowing red version of Titan's hood and two ghastly hands floating freely on each side. His plan was to first get rid of Lightning, and then proceeded to kill all his other friends before finally moving on to conquer the entire dimensional universe. _"Well, what are you waiting for?"_ he taunted _"Just try and give me your best shot."_

Lightning clenched his fists and glared angrily at him. He soared forward like a missile, but Titan merely waved his right hand sending a blast of powerful wind to blow him back hard, and then his monstrous eyes glowed brightly; Lightning straightened himself out just in time to get struck by powerful blasts from the chaos around him.

Titan laughed maliciously _"How sad. It seems that you aren't as powerful as always preached about being."_

"Don't test me, Titan!" growled Lightning, and he charged at him again. _"So that is how it shall be then…?"_ Titan snickered, and he launched his hands outwards like projectiles flying in many circles and zigzags around Lightning forcing him to dodge their oncoming attacks. Suddenly the two hands floated aside from Lightning ready to come together in a huge clap. "Uh-oh…!" muttered Lightning and he soared up fast just before being squashed. "That was close!"

Titan wasn't through with him yet and made his hands keep going at Lightning, and even used his vile powers to conjure more magic from the chaos to zap at him making it even harder to keep up with the attacks and evade them and eventually getting himself pummeled by the hands, or zapped by the chaos power.

Even when Lightning did managed to get close enough to attack Titan nothing he could actually do even fazed him. Having his body made of the red orb itself and all that magic that went with it gave him a rather solid forum; too solider for physical attacks to work, and too powerful for even the Uniforce to get at him.

Worse than that, Lightning was still already tired enough having recently battling with Distraught and his friends were cut off from him. Lightning was panting and losing focus "There's got… to be… a way!" he panted.

That's when Titan's huge hands grabbed him and held him tightly. Lightning wailed in a struggle or pain, so loud his voice echoed along skies and could be heard by the others down below.

"Lightning! He's in trouble!" cried Starla and once again, she tried hard but failed get through the force-field that blocked her and sent her crashing down to the ground. The others rushed to catch her. "Are you okay?" asked Fluttershy.

Starla was physically okay but she couldn't stand much more of this. There just had to be a way to get up there, or Lightning would surely be defeated all on his own.

Suddenly, the others could hear a voice calling out to them by telepathic waves, especially to Twilight.

_"Twilight…? Twilight, can you hear me?"_

Twilight recognized that double-voice anywhere. "Grand Celestial Ruler…!" This immediately told her and others that Celestia and Grand Ruler had awakened and were fused together.

"Where are you…?" asked Dyno.

"We can hear you, but we can't see you." added Myte.

The Ruler explained everyone was okay and that all their friends and all the creatures had escaped Distraught's dimension and were now in the safe dimension again, however, it could not come to assist them just yet. United Equestria was covered in powerful darkness making it difficult to teleport there, there was a way for them all to help Lightning and lift the darkness enough for The Ruler to help out more, and it had to do with the orb that they found.

"How can this help us?" asked Rainbow.

_"You already know how it can." _replied The Ruler.

"We do?" asked Pinkie "But all it did was give us power."

Twilight's eyes lit up "That's it!"

"What's it?" asked Artie, and Twilight explained that if the orb gave them powers that were contained within it. "So, maybe if we loan the orb enough power we can send up there to Lightning, maybe even break the shield."

"Well, what are we waitn' for? Anythin's worth a try." said Applejack.

The ponies all stood in a circle with the orb places in the center, and held their heads and arms up and they all concentrated hard. Spike watched anxiously waiting for something to happen. That's when all the ponies' bodies began to glow brightly in lights of the respected colors of their coats.

The power of their suits, natural magic, and of the Elements of Harmony flew into the orb like beams of light. Until the orb was glowing widely in many different colors full of power, but the ponies, now in their regular clothes and armor again, continued to concentrate.

Lightning was being constantly squeezed by Titan's massive hands. His armor and visor were beginning to crack under pressure and they both vanished for a power-down, while Lightning could hardly feel his body anymore from all the squeezing or even breathe.

Titan was enjoying himself so much he could hardly bring himself to end it, but knew he had to. He glared at Lightning deeply with his huge eyes. _"Feel the pain…"_ he taunted _"Embrace its discomforting power; the same that I had to endure and more thanks to you and your pony-friends!"_

While he spoke he held Lightning in one hand and slowly raised the other getting ready to squash him like a grape. "I guess… this is it…" Lightning groaned soft and weakly.

_"Yes…!"_ hissed Titan _"But don't worry about being all alone. Your friends will join you soon, and believe me… their fate… shall be far worse than yours!"_

Just as he began to slam his hand down, the blue orb fired two beams of light that shot straight up at the sky, penetrating through the force-field like bullets. One of the beams shot straight at Lightning while the other pierced Titan's other hand before he could squash Lightning. Titan roared in pain. _"What was that?"_ he shouted, but he suddenly felt Lightning actually trying to force his way out of his grip, for the second beam of light was restoring Lightning's strength and pushing it beyond normal. Lightning managed to push and stretch the hand releasing him from its grip and he was now glowing brightly. "What's the matter, Titan? I thought you were going to destroy me."

Titan repaired his right hand and formed a second left hand and then realized that this was the work of his friends below ground and, after all, they did have the power of the blue orb. "Maybe you aren't as strong as you think." Lightning taunted.

Titan didn't bother to answer with words but rather powered up to strike back. This time things were different. Lightning didn't even bother to don his super armor again, he just skillfully dodged Titan's hands as they came at him, or any other magical blast from the chaos. When he found his opening he zipped straight ahead and kicked Titan's face hard finally dealing him damage, but Titan was far from beaten and managed to hit Lightning back hard.

Back and forth the two of them exchanged blows and attacks with neither one of them willing to give in. Lightning even managed to shatter Titan's hands several times over, only Titan continued to conjure more to replace them over and over. _"Give it up!" _he snarled _"I lost to you many times in the past; I won't lose to you again!"_

"We'll see about that!" snapped Lightning, and their brawl continued, but Titan had a point. As long as the chaos remained intact Titans power would never run out.

The others down below figured their plan worked, and were tempted to head up into the chaos to help Lightning, but The Ruler warned them to continue concentrating to help it dispel the chaos. _"Only then will we be able to end this nightmare for good."_

Heeding The Ruler's advice the friends formed around the orb again, and focussed more of their powers into it. They were all starting to feel weak from giving off so much power and energy. "Keep going!" Twilight said "We can do this!"

Her friends all agreed and poured it on. Soon the orb was glowing with so much power and light, Spike had to slip on some shades. "Wow!" he exclaimed "This is intense! I don't think I'll ever feel the same again!"

In the Safe Dimension, Grand Celestial Ruler could sense the power growing. _"It is time…"_ it said to all its subjects- all the ponies and other creatures of United Equestria _"Please everyone… lend your strength and power to me and help us vanquish the evil from our home-world."_

All the ponies and creatures, even Castor and Leilani though only newborns, gave their powers and energy to The Ruler, charging its power to extreme full. The Ruler aimed its scepter towards the sky ready to the magic off into space in the direction of United Equestria. _"Twilight, Lightning…!" _it bellowed _"If you can hear me, and you know what you must do… Do it now!"_

The ponies did hear The Ruler, and agreed it was time. "All together now…!" Twilight said and she and her friends unleashed the power of the orb all across the sky.

_"What's happening?" _growled Titan as he noticed the light piercing through the chaos and weakening it severely. _"No! It can't be! GRR…! Curse those ponies!"_

"If I were you I'd start worrying about what I'm about to do, Titan!" Lightning said "I think I finally figured how to beat you for good." That's when his horn and began gave of the biggest and brightest of golden glows ever.

_"You tried the uniforce on me already, what makes you think it will work again?"_

"Oh, but you don't get it…" said Lightning "See, I've been attacking your forum all this time when I should have been attacking your soul."

_"What?!" _growled Titan.

That's when Lightning's entire body flared up, enveloped by the power; a method of using the uniforce in which Titan was not aware of. Lightning began to soar straight at Titan's head like a speeding comet, with the uniforce surrounding him, that's exactly what he looked like. "Prepare yourself Titan!"

Titan growled fiercely and held his hands in front of him like a shield _"I won't let you!" _His hands began glowing wild with power stopping Lightning in his path. At first both forces seemed equal, but Lightning wouldn't give up. "Say goodbye!" he shouted and poured on all the power he had in him shattering the hands and heading straight for Titan's face and flew clean through. Titan roared and growled in pain as red light shone through the giant hole in his head, back and front.

Lightning soared down below and called to his friends "Guys, do it now!" and the other ponies used the magic they had transferred into the orb to fire a huge beam knocking Titan up, up, up and out into space. _"This can't be happening!"_ roared Titan _"I won't lose to you ponies again!"_

Grand Celestial Ruler fired the magic from its scepter out into space in Titan's direction. The magic flew straight at the large hole Lightning had made causing Titan to explode in a giant red flash.

With his destruction, all the chaos lifted from United Equestria and all the damage was restored. All the ponies and other creatures returned home safely as the sun rose for a new day. The cheers of joy and triumph were heard all over, and Lightning, Twilight, and friends through all weak and tired from using so much power at once just had to smile.

It still very much surprised everyone to learn that Titan was still alive. It turned out that Titan also discovered the ancient powers of the orbs of Brogan. By using Distraught, who had the ability to effectively use the powers of the red chaos orb, he was able to use this energy to revive himself and give himself a new body and forum.

Everyone just prayed that this time they had seen the last of him, but would keep in constant mind that it was possible for him to return by other ways, and when and if he ever did, they would just have to beat him again. For now, it was bets to put it all behind them.

That very day, a very special celebration was held at New Canterlot for many things; the saving of the planet and the universe, the defeat of evil, and the restoration of Starfleet. Now the blue orb would serve as the new ultimate energy source of Starfleet's super powers, and this time the force-field around it was so powerful that no one would be able to get into it without royal ones who were the only ones who could dispel the shield. Even reality bending powers wouldn't be able to break it.

Princess Luna was also highly honoured. "Princes…" Celestia said "You did an outstanding job assuming the role of ruler of the planet in our absence."

Her husband nodded in agreement "We could never be more proud of you."

Luna felt touched and bowed with honour.

Cadance, Shining Armor, Krysta, and even Goldwin were honoured in their acts to help protect the planet in the times of darkness, as well as personal thanks from the royal ones for looking after the babies.

As for Lightning, Twilight, and friends, they were more than deserving of promotions and awards for having done most of the work and securing the orb and overcoming obstacles in the most outstanding of odds. Twilight was dubbed Captain of the Friendship Force team. Rainbow Dash got two promotions form both Starfleet and the Wonderbolts. Lieutenant Rainbow Dash she was now called on both sides.

Lightning's friends were all made executive officers, all promoted to Executive Captains, which meant they still outranked Twilight and friends, but it didn't matter to any of them. They all were still a team and promised to remain good friends.

Spike was knighted by the royal ones for having played the biggest role on Brogan. Though it was just an honorary knighthood for he was still very young. "Wow! Sir Spike." He said standing up tall and proud. "Do I get my own suit of armor?" but everyone laughed at the cute joke, even Spike did.

As for Lightning, he was promoted to the rank of Fleet Admiral. Grand Ruler was very pleased by how far Lightning had come, not to mention he was greatly impressed by the many ways Lightning had discovered to use the uniforce. "You mastered in only a few years, what took me whole centuries to discover and perfect. Lightning, you are truly a unique pony."

Lightning bowed to his master "Thank you, sire. But really, I wouldn't be what I am today if not for all you taught me, and the support of all my friends."

The others all smiled and nodded, and the celebration party began, but during the festivities, Lightning noticed Distraught was sitting outside all alone and looking very glum. He and the others just had to go out there and talk to him.

Poor Distraught never thought it was possible to feel so incredibly ashamed of anything before. All this time he was just a pawn in Titan's game, and the ponies had ultimately proven they weren't evil at all, and perhaps his father wasn't as pure as he thought.

"Hey, Distraught…." Lightning called to him.

"Just leave me alone!" Distraught snapped at him "You won, I lost. You were right, and I was wrong. Are you happy now?"

"Distraught, there's no need to act like this." said Twilight.

"How can you say that?" protested Distraught "After everything that I've done… after all the creatures I've hurt! How can you let someone off this easy? I know I sure wouldn't!"

That's when Grand Ruler and Queen Celestia, having defused a while back, approached him. "Distraught, look around you…" Celestia said "You did do many horrible things, but no one is hurt now."

Her husband nodded in agreement "Even so, you were never truly evil Distraught. You were blinded and confused by Titan's deception. Many before you who have same fate have acted no differently. However, you unlike most of them have a unique ability to learn from your mistakes."

Lightning, Twilight, and all their friends agreed, but Distraught still didn't feel any better. His race was still dead, and he realized by this point that even magic could not bring them back to life. "I might very be the only one of my kind left." he said "And even if there are others out there, who among them would want to welcome someone like me?"

Lightning and Grand Ruler both understood how he felt, and both they and all the others decided to maybe it was best to let Distraught have something they had kept for a long time; a jar full of incubating Draconequus Eggs some of the Starfleet Safari teams had found on other planets and kept. "Why don't you take these and start your own race?" Grand Ruler said "Then all will be lost to you after all, and a new era can begin."

Distraught didn't know what to say. To receive such a gift from the ponies and a chance to start his race over and preserve the species, but it still baffled him greatly that they were doing this after everything that happened. "I guess, it is true, you're not evil at all. You're offering something that I never thought was possible for me to have."

Grand Ruler stepped forth and extended his glove to him "The hand of friendship." Distraught gracefully accepted, and tenderly kissed Celestia's glove. "Thank you!" he said "Thank you all… many times!"

Distraught decided to head off into space to find a suitable planet where the eggs could hatch and the Draconequuses could start a new life, and thought maybe someday he'd come back for a visit.

"Well, there he goes." Twilight said.

"Do you think he'll be all right?" asked Buddy Rose.

"Sure he will." Applejack said "He's been on his own for a good long time."

Everyone had high hopes and beliefs for Distraught.

Soon, fireworks lit the skies, courtesy of Dyno and Myte. _"Vamos Amigos…!"_ the twins shouted with joy. "PARTY!" cried Pinkie Pie, and things got pretty wild outside.

Many of the ponies and creatures danced wildly to the music. Krysta and her fairies even made sparkling lights go off like being in a dance hall. The Wonderbolts even got their rock music to play the Starfleet theme.

Starla approached Lightning. "Begging your pardon, Admiral." She said playfully "Permission to grove with you sir?"

Lightning chuckled "Permission granted captain."

Celestia and Grand Ruler gazed at one another. "Shall we darling?" Grand Ruler asked. Celestia nodded and they hit the dance floor with everyone else.

**_MY BRAVE PONY  
_****_Starfleet Magic: The Movie_**

**_(Credits roll)_**

**_Author's Notes:_**

**_Well, that was refreshing. Steam well blown off, but don't think this is the end._**

**_Just those ponies wait and see what other fires I can start with them the next time._**

**_Heh-Heh-Heh…!_**


End file.
